CALGARY, May 22, 2019 /CNW/ – Highwood Oil Company Ltd., (“HOCL” or the “Corporation“) (TSXV: HOCL) announces that in accordance with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102“) it has filed the audited financial statements for both of its predecessor entities for the year ended December 31, 2018.
As the Corporation was the “reverse takeover acquirer” (as defined in NI 51-102) of Predator Blockchain Capital Corp. (“PBC“) in the amalgamation of the Corporation and PBC completed on January 23, 2019, the Corporation is required to make these historical filings. The financial statements and MDA for PBC and Highwood as at December 31, 2018 have been filed on SEDAR under the Corporation’s profile at www.sedar.com.
The Corporation has also posted an amended and restated annual information form on SEDAR. The amended and restated annual information form addresses comments made by the securities regulatory body in connection with the business of PBC, as at December 31, 2018. Readers will recall that PBC, as a capital pool company, had the sole business since its incorporation of identifying and evaluating opportunities for the acquisition of an interest in assets or businesses with a view to completing a Qualifying Transaction. PBC had no assets other than net cash assets of approximately $507,000 as at December 31, 2018.
The amended and restated annual information form also provides updated disclosure in respect of the period since the original filing date, which is the recently announced agreement with a publicly traded oil and gas exploration and production company to purchase oil assets in the Peace River Oil region of Northern Alberta for a total transaction value of $93.8 million, comprised of cash considerations of $88.8 million and equity consideration of $5.0 million prior to customary closing adjustments (the ”PROP Acquisition“). The PROP Acquisition includes a 55% operated working interest (“WI“) in the Peace River Oil Partnership (the ”PROP“) (8,000 boe/d gross production, 4,400 boe/d net production to HOCL WI, 89% oil and liquids). The PROP Acquisition will be funded with $61.5 million of cash, $19.0 million in deferred payment / vendor take-back consideration, $3.0 million of oil price escalator provisions, $5.3 million of assumed working capital deficit and $5.0 million of HOCL equity. Closing of the PROP Acquisition is expected to occur prior to July 31, 2019, subject to the satisfaction of customary closing conditions, including regulatory approvals. Full particulars of the PROP Acquisition can be found in the press release dated May 16, 2019, which is posted SEDAR under the Corporation’s profile at www.sedar.com.