Fintech
HB2 Origination Announces Closing of Financing in Connection with Proposed Reverse Takeover of Red Pine Petroleum
Calgary, Alberta–(Newsfile Corp. – August 18, 2021) – HB2 Origination, LLC (“Origination“) is pleased to announce the closing of the previously announced private placement (the “Financing“) of subscription receipts of Alpine Summit Energy Partners Finco, Inc. (“Finco“), a special purpose British Columbia company incorporated solely for the purpose of the Financing, for gross proceeds of approximately C$7.5 million, which represents a significant increase from the original US$3 million target, with significant US and Canadian investor support.
Eight Capital (“Eight“) acted as the lead agent and sole bookrunner in connection with the Financing, which was conducted on a “best efforts” agency basis.
Summary of the Financing
The Financing was completed in connection with the proposed reverse takeover of Red Pine Petroleum Ltd. (“Red Pine“) by the members of Origination (the “Transaction“). Further details of the Transaction were previously announced by Red Pine on April 8, 2021 and May 5, 2021. References herein to the “Resulting Issuer” refer to Red Pine, to be re-named “Alpine Summit Energy Partners, Inc.”, following the completion of the Transaction.
Pursuant to the Financing, 161,976 subordinate voting subscription receipts of Finco (“Subordinate Voting Subscription Receipts“) were issued at a price of C$4.01 per Subordinate Voting Subscription Receipt, and 17,057 multiple voting subscription receipts of Finco (“Multiple Voting Subscription Receipts“, and together with the Subordinate Voting Subscription Receipts, the “Subscription Receipts“) were issued at a price of C$401.29 per Multiple Voting Subscription Receipt, for aggregate gross proceeds of C$7,494,327. The Subscription Receipts are governed by the terms of the subscription receipt agreement (the “Subscription Receipt Agreement“) between Finco, Red Pine, Eight and Odyssey Trust Company, as subscription receipt agent.
Each Subordinate Voting Subscription Receipt and each Multiple Voting Subscription Receipt entitles the holder thereof to receive, upon the satisfaction or waiver (to the extent such waiver is permitted) of certain escrow release conditions (the “Escrow Release Conditions“) on or before the Escrow Release Deadline (as defined below), including all conditions precedent to the Transaction being satisfied, and without payment of additional consideration therefor, one class A common share (a “Class A Finco Share“) and one Class B common share (a “Class B Finco Share“) in the capital of Finco, respectively. On completion of the Transaction, each Class A Finco Share will be exchanged for one subordinate voting share of the Resulting Issuer (each, a “Subordinate Voting Share“), and each Class B Finco Share will be exchanged for one multiple voting share of the Resulting Issuer (each, a “Multiple Voting Share“), all in accordance with the terms of the business combination agreement among Finco, Origination, Red Pine, Alpine Summit Energy Investors, Inc. and Red Pine Petroleum Subco Ltd. dated April 8, 2021 governing the terms of the Transaction.
In connection with the Financing, Eight is entitled to receive a cash commission of C$26,525 (the “Commission“) as well as cash advisory fees of C$197,500 (the “Advisory Fee“) in connection with certain advisory services provided by Eight pursuant to the terms of an advisory agreement between Eight and Finco. On closing of the Financing, Eight received payment of 50% of the Commission and 50% of the Advisory Fee. The remaining 50% of the Commission and 50% of the Advisory Fee will be paid to Eight upon escrow release.
The gross proceeds of the Financing (less an amount equal to 50% of the Commission, 50% of the Advisory Fee and all of the reasonable costs and expenses of Eight in connection with the Financing) have been deposited in escrow with the subscription receipt agent until the satisfaction of the Escrow Release Conditions, including that all conditions precedent to the Transaction have been satisfied or waived, all in accordance with the terms of the Subscription Receipt Agreement.
In the event that the Escrow Release Conditions have not been satisfied by the date that is 30 days following the closing of the Financing, or such other date as Finco and Eight may determine (the “Escrow Release Deadline“), or Finco advises Eight or announces to the public that it does not intend to satisfy the Escrow Release Conditions, the aggregate issue price of the Subscription Receipts together with any earned interest shall be returned to the applicable holders of the Subscription Receipts (net of any applicable withholding taxes), and such Subscription Receipts shall be automatically cancelled and be of no further force and effect.
All Subscription Receipts issued in connection with the Financing are subject to a statutory hold period in accordance with Canadian securities laws. Following completion of the Transaction, the Subordinate Voting Shares and Multiple Voting Shares received upon the exchange of Class A Finco Shares and Class B Finco Shares, respectively, underlying the Subscription Receipts will not be subject to a statutory hold period in Canada.
Following completion of the Transaction, the net proceeds of the Financing are expected to be used for corporate and general working capital purposes.
None of the securities issued or to be issued in connection with the Transaction or the Financing have been, or will be, registered under the United States Securities Act of 1933, as amended (the “1933 Act“), or any state securities laws, and may not be offered or sold within the United States or to any U.S. Person (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws or an exemption from such registration is available. This press release does not constitute an offer to sell or a solicitation of an offer to sell any securities in any jurisdiction where such offer or solicitation would be unlawful, including the United States.
Completion of the Transaction is subject to a number of conditions, including TSX Venture Exchange acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the listing application to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
For further information, please contact:
HB2 Origination, LLC
Chris Nilan, Head of Capital Markets
Phone: 615.488.0087 x 1104
Email: ir@ae-cap.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only Origination’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of Origination’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, or the negative or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein may include, but are not limited to, information concerning the Transaction, expectations regarding whether the Transaction will be consummated, including whether conditions to the consummation of the Transaction will be satisfied, and the use of net proceeds of the Financing.
By identifying such information and statements in this manner, Origination is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Origination (or the Resulting Issuer) to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this news release, Origination has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the ability to consummate the Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms and schedule; the ability to satisfy the conditions to the conversion of the Subscription Receipts; the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, suppliers, contractors and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; and compliance with extensive government regulation. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Origination believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this news release are made as of the date of this news release, and Origination does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.
Not for distribution to United States newswire services or for release, publication, distribution or dissemination, directly or indirectly, in whole or in part, in or into the United States.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/93614