/NOT FOR DISTRIBUTION IN THE UNITED STATES OR DISSEMINATION THROUGH
UNITED STATES NEWSWIRE
SERVICES/
CALGARY,
AB, July 10, 2023 /CNW/ - Highwood Asset
Management Ltd. ("Highwood" or the "Company") (TSXV:
HAM) 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.
About Highwood Asset Management
Ltd.
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.
Cautionary Note Regarding
Forward-Looking Information
This news release contains certain statements and
information, including forward-looking statements within the
meaning of the "safe harbor" provisions of applicable securities
laws, and which are collectively referred to herein as
"forward-looking statements". The forward-looking statements
contained in this news release are based on Highwood's current
expectations, estimates, projections and assumptions in light of
its experience and its perception of historical trends. When used
in this news release, the words "seek", "anticipate",
"plan", "continue", "estimate", "expect", "may", "will", "project",
"predict", "potential", "targeting", "intend", "could",
"might", "should", "believe" and similar expressions, as they
relate to Highwood, the Offering or the proposed Acquisitions, are
intended to identify forward-looking statements. These 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 statements. Actual
operational and financial results may differ materially from
Highwood's expectations contained in the forward-looking statements
as a result of various factors, many of which are beyond the
control of the Company.
Undue reliance should not be placed on these forward-looking
statements, as there can be no assurance that the plans, intentions
or expectations upon which they are based will occur. By its
nature, forward-looking information involves numerous assumptions,
known and unknown risks and uncertainties, both general and
specific, that contribute to the possibility that the predictions,
forecasts, projections and other forward-looking statements will
not occur and may cause actual results or events to differ
materially from those anticipated in such forward-looking
statements. Forward-looking statements may include, but are not
limited to, statements with respect to: the completion of the
Offering and timing and terms thereof; the expected net proceeds
from the Offering and the Company's intended use thereof; adequacy
of funds to fund the Acquisitions and the completion of each of the
Acquisitions and terms and timing thereof. These forward-looking
statements are not guarantees of future performance and are subject
to a number of known and unknown risks and uncertainties that could
cause actual events or results to differ materially, including, but
not limited to: inability to complete the Acquisitions; the
conditions to completion of the Offering may not be satisfied; and
the timing and receipt of applicable regulatory approvals for each
of the Acquisitions and the Offering. With respect to
forward-looking statements contained in this news release, the
Company has made assumptions regarding, among other things, the
timing of obtaining regulatory and third party approvals, as well
as the completion of the Offering and the Acquisitions. Although
Highwood believes the expectations and material factors and
assumptions reflected in these forward-looking statements are
reasonable as of the date hereof, there can be no assurance that
these expectations, factors and assumptions will prove to be
correct. Readers are cautioned not to place undue reliance on such
forward-looking statements, as there can be no assurance that the
plans, intentions or expectations upon which they are based will
occur and the predictions, forecasts, projections and other
forward-looking statements may not occur, which may cause
Highwood's actual performance and financial results in future
periods to differ materially from any estimates or projections of
future performance or results expressed or implied by this news
release.
A more complete discussion of the risks and uncertainties
facing Highwood is disclosed in Highwood's continuous disclosure
filings with Canadian securities regulatory authorities at
www.sedar.com. All forward-looking information herein is
qualified in its entirety by this cautionary statement, and
Highwood disclaims any obligation to revise or update any such
forward-looking information or to publicly announce the result of
any revisions to any of the forward-looking information contained
herein to reflect future results, events, or developments, except
as required by law.
All dollar figures included herein are presented in Canadian
dollars, unless otherwise noted.
SOURCE Highwood Oil Company Ltd.