CALGARY, AB – Tenth Avenue Petroleum Corp. (“TPC“)(TSXV:TPC) TPC wishes to announce it has received TSX Venture Exchange (“TSXV“) approval to complete the acquisition of a non-operated 1.3089477% Unit Participation and 1.7224988% revenue and billing interest in the Swan Hills Unit #1 pool (“SHU Asset“) from Salida Energy Inc. (“Salida“), an arm’s length privately held company. The purchase price was $825,000 (inclusive of GST). The consideration consisted of 9,716,442 TPC common shares issued at a deemed price of $0.085 per TPC shares The SHU Asset consists of approximately 47 boe/d of production (~91% oil) focused in the Swan Hills, Alberta area. The SHU Asset consists of oil, natural gas and liquids production and reserves in a mature Swan Hills low decline producing field. Current net production of approximately 47 boe/d, 38 bbls of oil, 5 bbls liquids and 27 Mcf/d of natural gas. The operator of the SHU Asset is Canadian Natural Resources Limited (“CNRL“). CNRL is currently undertaking a pump replacement program in the Swan Hills Unit #1 which is estimated to increase the pools productivity by approximately ~400 boe/d gross (net ~6 boe/d). Upon closing Salida will become a new control person owing 48% % of the 20,229,010 issued and outstanding common shares. The common shares to be issued to Salida will be subject to a 4 month hold period. There were no finders fees paid as part of the transaction. The transaction is effective September 30, 2021. The transaction is expected to close December 3, 2021.
Immediately after the closing of the SHU Asset, TPC will file the Articles of Arrangement with the Registrar of Corporations for the Province of Alberta implementing the Order of Justice D.R. Mah dated May 25, 2021 in Court of Queen’s Bench of Alberta Action #2101 02284 which approved the Plan of Arrangement dated March 24, 2021 (as amended) (“Plan of Arrangement“) amongst TPC, WOGC, Odaat Oil Corp (“Odaat“) and 2361990 Alberta Ltd. (“”#ABCo“). Effective September 30, 2021, TPC declared a dividend wherein TAPC dividended one (1) common share of Waskahigan Oil & Gas Corp (“WOGC“).to the holders of each common share of TPC as of December 3, 2021 (1:1 ratio)(“Dividend Record Date“). The ex-Distribution Date is December 2, 2021. The expected payment date is the end of December 2021.
WOGC is a subsidiary of TPC. Upon filing of the Articles of Arrangement, WOGC will no longer be a subsidiary of TPC. Pursuant to the provisions of the Business Corporations Act (Alberta), WOGC will become a standalone reporting issuer in the Province of Alberta. The shares issued by WOGC to the shareholders of TPC were valued at $0.0001 (aggregate value $100) and TPC reduced its stated capital or paid up capital by $100. The parties to the Arrangement Agreement agreed that if Canada Revenue Agency (and such determination is confirmed by a court) determines that the value of the assets of TPC is higher than the agreed upon price then the value of the 10,512,568 shares shall increase proportionally and TPC would reduce its stated capital or paid up capital or contributed surplus accounts by the excess of the fair market value over the $100.
The common shares of WOGC will not be listed for trading on any exchange. The common shares of WOGC will be distributed to the registered shareholders of TAPC by Computershare the registrar and transfer agent for TPC and WOGC. The common shares of WOGC will be distributed to the non-registered shareholders of TPC through the intermediary holding legal ownership to the accounts. The share capital of WOGC consists of: (a) 10, 512,667 issued and outstanding common shares; (b) no options; and (c) no warrants. The largest shareholder is Gregory J. Leia and companies related to Gregory J. Leia who owns or controls 5,527,300 common shares. The officers of WOGC are: Gregory J. Leia President and Tracy Zimmerman Chief Financial Officer. The board of directors of WOGC are: Gregory J. Leia, Tracy Zimmerman, Gerald Roe and Craig Leggatt.
Odaat is a subsidiary of WOGC. Effective January 1, 2021, the oil and gas assets and liabilities of TPC (excluding the SHU Asset) were assigned to Odaat. As a result of the Plan of Arrangement, the assets, liabilities, revenue and expense to September 30, 2021 will be reflected in the quarterly financial statements of WOGC and not TPC.
On April 9, 2021, TPC announced that it was seeking to raise $500,000 upon the sale of 10,000,000 units at $0.05 per unit. TPC is not proceeding with the private placement.