CALGARY, ALBERTA–(Marketwired – Aug. 10, 2015) – Anterra Energy Inc. (“Anterra” or the “Company”) (TSX VENTURE:AE.A) is pleased to announce that it has signed a non-binding Memorandum of Understanding (“the Memorandum”) with AddChance Holdings Limited (“AddChance”) through its wholly owned subsidiary Dynamic Regal Limited, whereby AddChance will acquire a 70% interest in Anterra.
AddChance is a public company, headquartered in Hong Kong. Its shares are listed on the Hong Kong Stock Exchange and trade under the stock code 3344. The company is actively involved in manufacturing, property investment and most recently is diversifying into the oil and gas sector. AddChance is at arm’s length to Anterra.
Pursuant to the terms of the Memorandum:
- Anterra will issue from treasury 250,000,000 Class A common shares to AddChance at a price of $0.04 per share for total cash proceeds of $10 million.
- At closing, immediately following the issue of shares for cash in (1) above, Anterra will issue from treasury 909,365,947 Class A common shares in exchange for 45,693,761 common shares of AddChance such that Anterra will receive one AddChance share for each 19.9 Anterra shares so issued (the “Share Exchange”). The price per Anterra share under the Share Exchange is $0.0148 and the average price per Anterra share under the entire transaction is $0.0202.
- As soon as practicable following the Share Exchange, Anterra will distribute the AddChance shares received to Anterra shareholders other than AddChance, as a dividend in specie, subject to the requirements of applicable securities legislation (which may or may not include the imposition of a hold period on the AddChance shares proposed to be distributed to Anterra shareholders).
- Concurrently with closing or as soon as practicable thereafter, Anterra shall effect a share consolidation of its issued and outstanding Class A common shares on a twenty to one (20:1) basis. Subsequent to the share consolidation, Anterra will have approximately 82,811,853 Class A common shares issued and outstanding. The share consolidation is subject to approval by Anterra shareholders.
- Anterra’s Board of Directors shall be reconstituted to include two individuals nominated by AddChance.
Completion of the transactions under the Memorandum are subject to the execution of a definitive agreement between Anterra and AddChance together with customary closing conditions including acceptance by the TSX Venture Exchange, the Hong Kong Stock Exchange and receipt of all other applicable regulatory approvals. It is expected that the transaction will require the approval of a majority of Anterra’s shareholders (excluding the votes attached to any shares held by AddChance and parties related to AddChance). There can be no assurance that Anterra will enter into a definitive agreement with AddChance. Investors are cautioned that, until a definitive agreement is signed and announced, there may not be sufficient information about the transaction to enable investors to make a reasonable investment decision about the securities of Anterra and the proposed transaction.
“This is a unique and creative financing arrangement that, in addition to providing the Company with funds necessary to pursue the development of its existing properties, will provide a return to our shareholders through the distribution of AddChance shares that actively trade on the Hong Kong exchange,” said Dr. Fang, Chairman and CEO of Anterra. Dr. Fang went on to say, “The proposed transaction also demonstrates Anterra’s ability to access capital from non-conventional sources even during difficult times for the oil and gas industry.”
About Anterra Energy Inc.
Anterra is an independent oil focused junior exploration and production company with an expanding presence in the Western Canadian Sedimentary Basin. The Company is actively engaged in the acquisition, development and production of oil and natural gas complemented by the operation of fee-based midstream facilities. Anterra is headquartered in Calgary, Alberta, is listed and trades on the TSX-V under the symbol “AE.A”. Additional information is available on the Company’s website at www.anterraenergy.com.
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 News Release.
Certain information in this News Release constitutes forward-looking statements or information (collectively referred to herein as “forward-looking statements”) within the meaning of applicable securities legislation. Forward-looking statements are usually identified by the words “believe”, “anticipate”, “expect”, “plan”, “estimate”, “target”, “continue”, “could”, “intend”, “may”, “potential”, “predict”, “should”, “will”, “objective”, “project”, “forecast”, “goal”, “guidance”, “outlook”, “effort”, “seeks”, “schedule” or expressions of a similar nature suggesting future outcome or statements regarding an outlook. In particular, forward-looking statements include:
Statements relating to transactions outlined under the terms of the Memorandum, including the issuance of shares by Anterra and AddChance, the distribution of AddChance shares to Anterra shareholders, the share consolidation and the reconstitution of Anterra’s Board of Directors as well as the development of Anterra’s existing properties.
Forward-looking statements are not guarantees of future performance and the reader should not place undue reliance on these forward-looking statements as there can be no assurances that the assumptions, plans, initiatives or expectations upon which they are based will occur. In addition, forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. These include, but are not limited to the risks associated with the industry in which Anterra operates in general, such as: failure of Anterra to close the financing on the terms set forth in the Memorandum or at all; general economic and business conditions; the price of and demand for oil and natural gas and their effect on the economics of oil and gas exploration and production; fluctuations in currency and interest rates and their effect on projected profitability of the Company’s operations; the ability of the Company to implement its business strategy, including exploration and development plans; the impact of competition and in particular the ability of the Company to maintain its land position in a competitive leasing environment; the availability and cost of seismic, drilling, completions and other equipment; the Company’s ability to secure adequate transportation and markets for any oil or gas discovered; drilling and operating hazards and other difficulties inherent in the exploration for and production and sale of oil and natural gas; the availability and cost of financing; the success of any exploration and development undertaken; actions by governmental authorities; and, changes in government regulations and the expenditures required to comply with them (including, but not limited to, the changes in taxes or the royalty or other share of production taken by governmental authorities). Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in the forward-looking statements. Readers are cautioned that the foregoing list of risks, uncertainties and other factors is not exhaustive. All forward-looking statements in this News Release are made at the date hereof and Anterra undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Anterra Energy Inc.
Dr. Gang Fang
Chairman and Chief Executive Officer
(403) 261-6601 (FAX)
Anterra Energy Inc.
Norm Knecht, CA
Vice President Finance and CFO
(403) 261-6601 (FAX)