/NOT FOR DISSEMINATION IN THE
UNITED STATES. FAILURE TO COMPLY WITH
THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED
STATES SECURITIES LAW./
CALGARY, AB, Oct. 8, 2021 /CNW/ - Altura Energy Inc.
("Altura" or the "Company") (TSXV: ATU) is pleased to
announce the closing of its previously announced change of
management transaction (the "Change of Management")
resulting in the appointment of a new management team and the
reconstitution of its board of directors. The new management team
is led by Anthony Marino (President
and Chief Executive Officer), Michael
Kaluza (Chief Operating Officer) and Bradley Bennett (Chief Financial Officer), and
includes David Burghardt (SVP
Canadian Business Unit), Jonathan
Balkwill (VP Business Development), Jennifer Russell-Houston (VP
Geoscience) and Travis
Stephenson (VP Engineering). The board of directors of
Altura is now comprised of Marty
Proctor (Chair), Anna
Alderson, John Chambers,
Mark Rollins and Anthony Marino. The Change of Management was
approved at the meeting of Altura shareholders held yesterday with
over 97% of the voted common shares of the Company (the "Common
Shares") in favour of the transaction.
Additionally, the Company is pleased to announce the closing of
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"). Each Unit is comprised of one Common Share
and one warrant of the Company (a "Warrant"). Each Warrant
entitles the holder thereof to purchase one Common Share at a price
of $0.18 per Common Share for a
period of 5 years from the issuance date. One-third of the Warrants
will vest and become exercisable upon the 20-day VWAP of the Common
Shares (the "Market Price") equaling or exceeding
$0.25 per Common Share, an additional
one-third upon the Market Price equaling or exceeding $0.315 per Common Share and a final one-third
upon the Market Price equaling or exceeding $0.36 per Common Share. All Common Shares and
Warrants issued under the Non-Brokered Private Placement are
subject to a Canadian statutory hold period of four months plus one
day from today's date.
Upon closing of the Change of Management transaction and
Non-Brokered Private Placement, the Company issued 136,112,000
Common Shares pursuant to the 136,112,000 subscription receipts
previously issued by the Company in connection with its private
placement offering of subscription receipts (the "Brokered
Private Placement"), which closed on September 22, 2021, and the release from escrow
of $24.5 million in gross proceeds.
The Brokered Private Placement was led by National Bank Financial
Inc., along with a syndicate of agents, including RBC Capital
Markets, Stifel Nicolaus Canada Inc. and ATB Capital Markets
Inc.
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.
Altura confirms that it intends to conduct the previously
announced rights offering (the "Offering") by way of a
rights offering circular which will be mailed to all shareholders
as of the record date for the Offering (the "Record Date").
Pursuant to the Offering, each shareholder will be issued one right
("Right") for each Common Share held as of the Record Date
(except those acquired in connection with the Non-Brokered Private
Placement or Brokered Private Placement). Each eight (8)
Rights held will entitle that holder to purchase one (1) Common
Share at an exercise price of $0.18
per Common Share at or before the expiry of time of the Offering,
following which all outstanding Rights shall terminate and expire.
There will be no backstop or stand-by commitment for the Offering
and shareholders will not be offered an additional subscription
privilege.
Altura confirms that it intends to change its name to "Tenaz
Energy Corp." and will begin trading under the stock ticker TNZ,
concurrently with the change of name. The Company also
intends to complete a consolidation of the Common Shares on up to a
ten-for-one basis to take place following completion of the
Offering. The change of name and share consolidation were
approved by Altura shareholders at the special meeting of
shareholders held yesterday. The Offering, name change and share
consolidation remain subject to applicable regulatory approval,
including from the TSX Venture Exchange.
About Altura Energy Inc. (Tenaz Energy Corp.)
Altura (Tenaz) is an energy company focused on the acquisition
and sustainable development of international oil and gas assets
capable of returning free cash flow to shareholders. In
addition, Altura (Tenaz) conducts development of a
semi-conventional oil project in the Rex member of the Upper
Mannville group at Leduc-Woodbend in central Alberta.
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 use
of proceeds of the Brokered Private Placement and the Non-Brokered
Private Placement, the proposed Offering, the proposed name change
of the Company, the proposed consolidation of the Common Shares and
the vision and strategy proposed by the new management team.
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 in respect of the proposed Offering,
the proposed name change of the Company and the proposed
consolidation of the Common Shares; 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 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.