/NOT FOR DISTRIBUTION IN THE UNITED STATES OR DISSEMINATION THROUGH
UNITED STATES NEWSWIRE
SERVICES/
CALGARY,
AB, Aug. 1, 2023 /CNW/ - Highwood Asset
Management Ltd. ("Highwood" or the "Company") (TSXV:
HAM) is pleased to announce that, further to the Company's
July 27, 2023 news release, the
Subscription Receipts (as defined below) will be listed for trading
on the TSX Venture Exchange ("TSXV") under the symbol
"HAM.R" effective as of the opening of markets on August 1, 2023.
On July 27, 2023, the Company
closed its previously announced "best efforts" marketed offering
of subscription receipts (the "Offering"). Pursuant to the
Offering, the Company issued and sold a total of 5,833,333
subscription receipts ("Subscription Receipts") at a price
of $6.00 per Subscription Receipt for
gross proceeds of approximately $35,000,000. The Offering was conducted pursuant
to an agency agreement with a syndicate of agents led by RBC
Capital Markets, Echelon Wealth Partners Inc. and Raymond James
Ltd. (the "Agents").
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 Company has granted to the Agents an option, exercisable at
any time and from time to time until the earlier of (i) the date
that is 30 days from the closing date of the Offering, and (ii) the
occurrence of certain termination events with respect to the
Subscription Receipts, for the offer and sale of up to an
additional 874,999 Subscription Receipts, on the same terms and
conditions as set forth above.
The gross proceeds of the Offering, less the portion of the
Agents' fees and expenses that were paid on closing of the
Offering, will be held in escrow and are 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 escrowed amounts 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. Further information is provided in the Company's
prospectus supplement dated July 12,
2023 to the 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.
The Company has received all regulatory approvals to proceed
with closing of the Acquisitions and is working towards an
anticipated closing date for the Acquisitions in the first week of
August, 2023.
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 and similar
expressions, as they relate to Highwood 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 ability to close the
Acquisitions in the timeframe expected, or at
all; listing of securities of Highwood on the TSXV,
including the timing thereof, the adequacy of funds to fund the
Acquisitions, and; the release of the escrowed funds and the
anticipated use 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 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 the 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 and 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.