CALGARY, AB, Aug. 1, 2023 /CNW/ – Highwood Asset Management Ltd. (“Highwood” or the “Company“) (TSXV: HAM) is pleased to announce that, further to the Company’s July 27, 2023 news release, the Subscription Receipts (as defined below) will be listed for trading on the TSX Venture Exchange (“TSXV“) under the symbol “HAM.R” effective as of the opening of markets on August 1, 2023.
On July 27, 2023, the Company closed its previously announced ”best efforts” marketed offering of subscription receipts (the “Offering“). Pursuant to the Offering, the Company issued and sold a total of 5,833,333 subscription receipts (“Subscription Receipts“) at a price of $6.00 per Subscription Receipt for gross proceeds of approximately $35,000,000. The Offering was conducted pursuant to an agency agreement with a syndicate of agents led by RBC Capital Markets, Echelon Wealth Partners Inc. and Raymond James Ltd. (the “Agents“).
Each Subscription Receipt represents the right of the holder to receive, upon closing of the previously announced proposed acquisition by the Company of each of Castlegate Energy Ltd., Boulder Energy Ltd. and Shale Petroleum Ltd. (collectively, the “Acquisitions“), without payment of additional consideration and without further action, one unit of the Company (“Offered Unit“). Each Offered Unit will be comprised of one common share of the Company (“Common Share“) and one-half of one Common Share purchase warrant (each full warrant, a “Warrant“) with each Warrant exercisable into one Common Share (each a “Warrant Share“) at an exercise price of $7.50 per Warrant Share for a period of 36 months from the issuance date of the Warrants.
The Company has granted to the Agents an option, exercisable at any time and from time to time until the earlier of (i) the date that is 30 days from the closing date of the Offering, and (ii) the occurrence of certain termination events with respect to the Subscription Receipts, for the offer and sale of up to an additional 874,999 Subscription Receipts, on the same terms and conditions as set forth above.
The gross proceeds of the Offering, less the portion of the Agents’ fees and expenses that were paid on closing of the Offering, will be held in escrow and are intended to be used to partially fund the cash consideration payable in respect of the Acquisitions. If the Acquisitions do not close by September 8, 2023 or if any of the Acquisitions are terminated at an earlier time, the gross proceeds of the Offering and pro rata entitlement to interest earned or deemed to be earned on the escrowed amounts calculated from the closing of the Offering to, but excluding, the termination date, net of any applicable withholding taxes, will be paid to holders of the Subscription Receipts and the Subscription Receipts will be cancelled. Further information is provided in the Company’s prospectus supplement dated July 12, 2023 to the amended and restated short form base shelf prospectus dated May 19, 2023 for the Provinces of British Columbia, Alberta, Saskatchewan and Ontario and the short form base shelf prospectus dated May 19, 2023 for the provinces of Manitoba and New Brunswick.
The Company has received all regulatory approvals to proceed with closing of the Acquisitions and is working towards an anticipated closing date for the Acquisitions in the first week of August, 2023.
Highwood Asset Management Ltd. (TSXV: HAM) is a growth orientated oil and gas exploration and production company committed to shareholder alignment with high insider ownership while creating long-term value for its shareholders. The Company has an extensive inventory of low-risk, oil development drilling locations focused primarily on horizontal multi-lateral development of its assets. Operating as a responsible corporate citizen is a key focus to ensure we deliver on our environmental, social and governance (ESG) commitments and goals. For more information, please visit the Company’s website at www.highwoodmgmt.com.
View original content to download multimedia: