Highwood Asset Management Ltd. ("Highwood" or the "Company") is pleased to announce that in connection with its previously announced "best efforts" marketed offering of subscription receipts ("Subscription Receipts"), it has entered into an agency agreement with a syndicate of agents led by RBC ?Dominion Securities Inc., Echelon Wealth Partners Inc. and Raymond James Ltd. (collectively, the "Agents") to sell ?5,833,333 ?Subscription Receipts at a price of $6.00 per Subscription Receipt for gross proceeds to the Company of approximately $35,000,000 (the "Offering").
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 gross proceeds of the Offering, less the portion of the Agents' fee that is payable on the closing of the Offering, will be held in escrow and 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 gross proceeds of the Offering 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.
The Company has granted to the Agents an option, exercisable in whole or in part in the sole discretion of the Agents at any time until the earlier of the date that is 30 days from the closing date of the Offering, and the occurrence of certain termination events with respect to the Subscription Receipts, to offer to sell of up to an additional 875,000 Subscription Receipts, on the same terms and conditions as set forth above.
The Offering is being made concurrently in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and New Brunswick pursuant to a prospectus supplement to the Company's 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 (collectively, the "Prospectus") and in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act").
The closing of the Offering will be subject to market and other customary conditions and the approval of, and the listing of the Subscription Receipts, Common Shares, Warrants and Warrant Shares on, the TSX Venture Exchange (the "TSXV").
The Company has received conditional approval of the TSXV to list the Subscription Receipts, as well as the Common Shares, the Warrants and the Warrants Shares issuable thereunder, once issued; such approval subject to the Company fulfilling all of the listing requirements of the TSXV.
Copies of the Prospectus, following filing of the prospectus supplement, may be obtained on SEDAR at www.sedar.com and from RBC Capital Markets, RBC Wellington Square, 8th Floor, 180 Wellington St. W., Toronto, Ontario, M5J OC2 Attn: Distribution by telephone at 416-313-8180 or by email at Distribution.RBCDS@rbccm.com. The Prospectus contains important detailed information about the Company and the proposed Offering, including the Subscription Receipts, Offered Units, Unit Shares and Warrants to be issued thereunder. Prospective investors should read the Prospectus and the other documents the Company has filed on SEDAR at www.sedar.com before making an investment decision.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The Subscription Receipts, Offered Units, Common Shares, Warrants and Warrant Shares have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. person (as defined in the U.S. Securities Act) except in transactions not required to be registered under the U.S. Securities Act. This news release does not constitute an offer to sell or a solicitation of an offer to purchase any of the securities within the United States.
