CALGARY, AB – Altura Energy Inc. (“Altura” or the “Company”) (TSXV: ATU) is pleased to announce that its previously announced brokered private placement (the “Brokered Private Placement”) of subscription receipts of the Company (“Subscription Receipts”) at a price of $0.18 per Subscription Receipt has been oversubscribed and accordingly, it has received subscriptions for an aggregate of 136,112,000 Subscription Receipts for gross proceeds of $24.5 million. Additionally, the Company is pleased to announce it has received commitments with respect to its previously announced non-brokered private placement for the sale 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”). Together, the Brokered Private Placement and Non-Brokered Private Placement, are expected to provide the Company with gross aggregate proceeds of approximately $29.5 million.
The Brokered Private Placement is being led by National Bank Financial Inc. (“NBF”) on behalf of a syndicate of agents. Closing of the Brokered Private Placement will represent the satisfaction of a key condition precedent to the completion of the Company’s previously announced change of management transaction as set forth in the reorganization and investment agreement (the “Investment Agreement”) dated August 30, 2021 between the Company and an initial investor group, comprised of Anthony Marino, Michael Kaluza, Bradley Bennett, Jonathan Balkwill, Marty Proctor, Mark Rollins and others.
Each Subscription Receipt will entitle the holder thereof to receive one common share of the Company for no additional consideration and without any further action, upon: (i) completion of the Company’s change of management transaction and Non-Brokered Private Placement in accordance with the Investment Agreement without material waiver thereof unless the consent of NBF is given to such waiver, acting reasonably, and (ii) provided that there have 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.
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 (“Shareholders“).
New Meeting Arrangements
The upcoming special meeting of Shareholders (the “Meeting”) to approve, among other things, the change of management transaction, will be held on October 7, 2021 at 2:30 p.m. (Calgary time) as previously announced. However, in the interest of public safety, and in response to the Province of Alberta’s restrictions on group gatherings relating to the COVID-19 pandemic, the Company announces that the Meeting will be held as a virtual only event, without attendance by Shareholders in person. All Shareholders are strongly encouraged to vote in advance of the Meeting by proxy, as set out in the Company’s notice of meeting of Shareholders, which is available on www.SEDAR.com. Additional details with respect to the Meeting and how to attend virtually will be provided by press release and on the Company website in advance of the Meeting.