Razor Energy Corp. (and together with its wholly-owned subsidiaries, Blade Energy Services Corp. and Razor Holdings GP Corp., collectively (unless the context requires otherwise), the “the Corporation” or “Razor”) announces its intention to complete a sale transaction and ancillary steps (collectively, the “Transaction”) pursuant to a Subscription Agreement, dated October 27, 2024 (the “Subscription Agreement”), between the Corporation, as vendor, and Texcal Energy Canada Inc. (the “Purchaser”). The Subscription Agreement was entered into in connection with the Corporation’s proceedings under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA Proceedings”) and the related sales and investment solicitation process (the “SISP”) approved by the Court of King’s Bench of Alberta (the “Court”), whereby the Purchaser was selected as the successful bidder under the SISP.
The Transaction, as contemplated by the Subscription Agreement, includes, among other things, that: (i) the Purchaser will subscribe for certain common shares in the capital of the Corporation; (ii) all other equity interests in the Corporation shall be retracted and cancelled, for nominal consideration of $0.00001 per common share; and, (iii) upon the closing of the Subscription Agreement, the Purchaser shall obtain and hold one hundred percent (100%) of all issued and outstanding common shares of the Corporation, all on and subject to the terms and conditions of the Subscription Agreement.
The Transaction is a result of the implementation of the SISP, is conditional upon the approval of the Court, and is to be given effect by way of a reverse vesting order and certain ancillary relief, to be granted within the CCAA Proceedings.
The Corporation intends to appear before the Court on November 8, 2024, or as soon as possible thereafter, to seek orders approving the Subscription Agreement and the Transaction. A copy of the Subscription Agreement and more information related to the CCAA Proceedings can be found on the Court-appointed Monitor's website at http://cfcanada.fticonsulting.com/razor-blade.
