/NOT FOR DISSEMINATION IN THE
UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF UNITED
STATES SECURITIES LAW./
CALGARY, AB, Sept. 21, 2021 /CNW/ - 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.
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.
READER ADVISORIES
Forward– looking
Information and Statements
This press release contains certain forward-looking information
and statements within the meaning of applicable securities laws.
The use of any of the words "expect", "anticipate", "budget",
"forecast", "continue", "estimate", "objective", "ongoing", "may",
"will", "project", "should", "believe", "plans", "intends",
"strategy" and similar expressions are intended to identify
forward-looking information or statements. In particular, but
without limiting the foregoing, this press release contains
forward-looking information and statements pertaining to: the gross
proceeds expected under the Brokered Private Placement and the
Non-Brokered Private Placement; the satisfaction of the conditions
precedent in the Investment Agreement; and the timing for
completion of the Brokered Private Placement, the change of
management transaction and the Non-Brokered Private Placement.
The forward-looking information and statements contained in this
press release reflect several material factors and expectations and
assumptions of Altura including, without limitation: the ability to
obtain all required approvals to complete the Brokered Private
Placement, the change of management transaction and the
Non-Brokered Private Placement; the continued performance of
Altura's oil and gas properties in a manner consistent with its
past experiences; that Altura will continue to conduct its
operations in a manner consistent with past operations; the general
continuance of current industry conditions; the continuance of
existing (and in certain circumstances, the implementation of
proposed) tax, royalty and regulatory regimes; the accuracy of the
estimates of Altura's reserves and resource volumes; certain
commodity price and other cost assumptions; the continued
availability of oilfield services; and the continued availability
of adequate debt and equity financing and cash flow from operations
to fund its planned expenditures.
Altura believes the material factors, expectations and
assumptions reflected in the forward-looking information and
statements are reasonable, but no assurance can be given that these
factors, expectations, and assumptions will prove to be
correct.
The forward-looking information and statements included in this
press release report are not guarantees of future performance and
should not be unduly relied upon. Such information and statements
involve known and unknown risks, uncertainties and other factors
that may cause actual results or events to differ materially from
those anticipated in such forward-looking information or statements
including, without limitation: changes in commodity prices; changes
in the demand for or supply of Altura's products; unanticipated
operating results or production declines; changes in tax or
environmental laws, royalty rates or other regulatory matters;
changes in development plans of Altura or by third party operators
of Altura's properties, increased debt levels or debt service
requirements; inaccurate estimation of Altura's oil and gas reserve
and resource volumes; limited, unfavorable or a lack of access to
capital markets; increased costs; a lack of adequate insurance
coverage; the impact of competitors; and certain other risks
detailed from time to time in Altura's public documents.
The forward-looking information and statements contained in this
press release speak only as of the date of this press release, and
Altura does not assume any obligation to publicly update or revise
them to reflect new events or circumstances, except as may be
required pursuant to applicable laws.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Altura Energy Inc.
