/NOT FOR DISSEMINATION IN THE
UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION
MAY CONSTITUTE A VIOLATION OF UNITED
STATES SECURITIES LAW./
CALGARY, AB, Sept. 22, 2021 /CNW/ - Altura Energy Inc.
("Altura" or the "Company") (TSXV: ATU) is pleased to
announce the closing of its previously announced brokered private
placement of an aggregate of 136,112,000 subscription receipts of
the Company ("Subscription Receipts") at a price of
$0.18 per Subscription Receipt for
gross proceeds of $24.5 million (the
"Brokered Private Placement"). The Brokered Private
Placement was led by National Bank Financial Inc. ("NBF"),
along with a syndicate of agents, including RBC Capital Markets,
Stifel Nicolaus Canada Inc. and ATB Capital Markets Inc.
(collectively, the "Agents").
Each Subscription Receipt will entitle the holder thereof to
receive one common share of the Company (a "Common Share")
for no additional consideration and without any further action,
upon: (i) completion of the Company's previously announced change
of management transaction and its previously announced non-brokered
private placement of 27,778,000 units of the Company
("Units") at a price of $0.18
per Unit for gross proceeds of $5.0
million (the "Non-Brokered Private Placement") in
accordance with the reorganization and investment agreement (the
"Investment Agreement") dated August
30, 2021 among the Company and an initial investor group,
comprised of Anthony Marino,
Michael Kaluza, Bradley Bennett, Jonathan Balkwill, Marty
Proctor, Mark Rollins and
others, and without material waiver thereof unless the consent of
NBF is given to such waiver, acting reasonably, and (ii) provided
that there has been no material amendments to the Investment
Agreement which have not been approved by NBF, acting reasonably,
in each case, prior to October 29,
2021 (the "Escrow Release Conditions").
Upon satisfaction of the Escrow Release Conditions, the escrowed
funds (currently held in escrow by Odyssey Trust Company in
accordance with a subscription receipt agreement among Odyssey
Trust Company, the Company and the Agents) and any interest earned
thereon, less the Agents' commission and any expenses payable to
the Agents, will be released to Altura. Net proceeds from the
Brokered Private Placement and the Non-Brokered Private Placement
will be used for general corporate purposes and to partially fund
the acquisition of global oil and gas assets, supporting the
proposed new management team's strategy of building a portfolio of
free cash flow assets that can provide returns to shareholders via
a growth-and-income capital markets model.
All Subscription Receipts (and the underlying Common Shares) are
subject to a Canadian statutory hold period of four months plus one
day from today's date. The Agents are entitled to a cash
commission equal to 4.0% of the aggregate gross proceeds of the
Brokered Private Placement.
Completion of the change of management transaction and the
Non-Brokered Private Placement, expected on October 8, 2021, is subject to a number of
conditions and approvals including, but not limited to, the
approval of the TSX Venture Exchange and shareholders of
Altura.
About Altura Energy Inc.
Altura is a junior oil and gas exploration, development, and
production company with operations in central Alberta. Altura predominantly produces from
the Rex member in the Upper Mannville group and is focused on
delivering per share growth and attractive shareholder returns
through a combination of organic growth and strategic
acquisitions.
READER ADVISORIES
Forward– looking
Information and Statements
This press release contains certain forward-looking information
and statements within the meaning of applicable securities laws.
The use of any of the words "expect", "anticipate", "budget",
"forecast", "continue", "estimate", "objective", "ongoing", "may",
"will", "project", "should", "believe", "plans", "intends",
"strategy" and similar expressions are intended to identify
forward-looking information or statements. In particular, but
without limiting the foregoing, this press release contains
forward-looking information and statements pertaining to: the gross
proceeds expected under the Non-Brokered Private Placement; the use
of proceeds of the Brokered Private Placement and the Non-Brokered
Private Placement; the satisfaction of the conditions precedent in
the Investment Agreement; and the timing for completion of the
change of management transaction and the Non-Brokered Private
Placement.
The forward-looking information and statements contained in this
press release reflect several material factors and expectations and
assumptions of Altura including, without limitation: the ability to
obtain all required approvals in respect of the change of
management transaction and to complete the change of
management transaction and the Non-Brokered Private Placement; the
continued performance of Altura's oil and gas properties in a
manner consistent with its past experiences; that Altura will
continue to conduct its operations in a manner consistent with past
operations; the general continuance of current industry conditions;
the continuance of existing (and in certain circumstances, the
implementation of proposed) tax, royalty and regulatory regimes;
the accuracy of the estimates of Altura's reserves and resource
volumes; certain commodity price and other cost assumptions; the
continued availability of oilfield services; and the continued
availability of adequate debt and equity financing and cash flow
from operations to fund its planned expenditures.
Altura believes the material factors, expectations and
assumptions reflected in the forward-looking information and
statements are reasonable, but no assurance can be given that these
factors, expectations, and assumptions will prove to be
correct.
The forward-looking information and statements included in this
press release are not guarantees of future performance and should
not be unduly relied upon. Such information and statements involve
known and unknown risks, uncertainties and other factors that may
cause actual results or events to differ materially from those
anticipated in such forward-looking information or statements
including, without limitation: changes in commodity prices; changes
in the demand for or supply of Altura's products; unanticipated
operating results or production declines; changes in tax or
environmental laws, royalty rates or other regulatory matters;
changes in development plans of Altura or by third party operators
of Altura's properties, increased debt levels or debt service
requirements; inaccurate estimation of Altura's oil and gas reserve
and resource volumes; limited, unfavorable or a lack of access to
capital markets; increased costs; a lack of adequate insurance
coverage; the impact of competitors; and certain other risks
detailed from time to time in Altura's public documents.
The forward-looking information and statements contained in this
press release speak only as of the date of this press release, and
Altura does not assume any obligation to publicly update or revise
them to reflect new events or circumstances, except as may be
required pursuant to applicable laws.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Altura Energy Inc.