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.