CALGARY, May 22, 2019 /CNW/ - Highwood Oil Company Ltd.,
("HOCL" or the "Corporation") (TSXV: HOCL) announces
that in accordance with the requirements of National Instrument
51-102 - Continuous Disclosure Obligations ("NI 51-102") it
has filed the audited financial statements for both of its
predecessor entities for the year ended December 31, 2018.
As the Corporation was the "reverse takeover acquirer" (as
defined in NI 51-102) of Predator Blockchain Capital Corp.
("PBC") in the amalgamation of the Corporation and PBC
completed on January 23, 2019, the
Corporation is required to make these historical filings. The
financial statements and MDA for PBC and Highwood as at
December 31, 2018 have been filed on
SEDAR under the Corporation's profile at www.sedar.com.
The Corporation has also posted an amended and restated annual
information form on SEDAR. The amended and restated annual
information form addresses comments made by the securities
regulatory body in connection with the business of PBC, as at
December 31, 2018.
Readers will recall that PBC, as a capital pool company, had the
sole business since its incorporation of identifying and evaluating
opportunities for the acquisition of an interest in assets or
businesses with a view to completing a Qualifying
Transaction. PBC had no assets other than net cash assets of
approximately $507,000 as at
December 31, 2018.
The amended and restated annual information form also provides
updated disclosure in respect of the period since the original
filing date, which is the recently announced agreement with a
publicly traded oil and gas exploration and production company to
purchase oil assets in the Peace River Oil region of Northern
Alberta for a total transaction value of $93.8 million, comprised of cash considerations
of $88.8 million and equity consideration of $5.0 million prior to customary closing
adjustments (the "PROP Acquisition"). The PROP
Acquisition includes a 55% operated working interest ("WI")
in the Peace River Oil Partnership (the "PROP") (8,000
boe/d gross production, 4,400 boe/d net production to HOCL WI,
89% oil and liquids). The PROP Acquisition will be funded
with $61.5 million of cash,
$19.0 million in deferred payment /
vendor take-back consideration, $3.0
million of oil price escalator provisions, $5.3 million of assumed working capital deficit
and $5.0 million of HOCL equity.
Closing of the PROP Acquisition is expected to occur prior to
July 31, 2019, subject to the
satisfaction of customary closing conditions, including
regulatory approvals. Full particulars of the PROP Acquisition
can be found in the press release dated May
16, 2019, which is posted SEDAR under the Corporation's
profile at www.sedar.com.
The Exchange has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the
contents of this press release.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Exchange)
accepts responsibility for the adequacy or accuracy of this press
release.
Barrels of Oil Equivalent – This news release discloses
certain production information on a barrels of oil equivalent
("boe") basis with natural gas converted to barrels of oil
equivalent using a conversion factor of six thousand cubic feet of
gas (Mcf) to one barrel (bbl) of oil (6 Mcf:1 bbl). Condensate
and other NGLs are converted to boe at a ratio of 1 bbl:1
bbl.
Boe may be misleading, particularly if used in isolation. A
boe conversion ratio of 6 Mcf:1 bbl is based roughly on an energy
equivalency conversion method primarily applicable at the burner
tip and does not represent a value equivalency at sales point.
Although the 6:1 conversion ratio is an industry-accepted norm, it
is not reflective of price or market value differentials between
product types. Based on current commodity prices, the value ratio
between crude oil, NGLs and natural gas is significantly
different from the 6:1 energy equivalency ratio. Accordingly,
using a conversion ratio of 6 Mcf:1 bbl may be misleading as an
indication of value.
This news release contains forward-looking statements
relating to the future operations of the Corporation and other
statements that are not historical facts. Forward-looking
statements are often identified by terms such as "will", "may",
"should", "anticipate", "expects" and similar expressions. All
statements other than statements of historical fact, included in
this release, including, without limitation, statements regarding
the future plans, objectives of the Corporation and the completion
of the PROP Acquisition, are forward-looking statements that
involve risks and uncertainties. There can be no assurance that
such statements will prove to be accurate and actual results and
future events could differ materially from those anticipated in
such statements. Important factors that could cause actual results
to differ materially from the Corporation's expectations include
risks detailed from time to time in the filings made by the
Corporation with securities regulations.
The reader is cautioned that assumptions used in the
preparation of any forward-looking information may prove to be
incorrect. Events or circumstances may cause actual results to
differ materially from those predicted, as a result of numerous
known and unknown risks, uncertainties, and other factors, many of
which are beyond the control of the Corporation. The reader
is cautioned not to place undue reliance on any forward-looking
information. Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement. The
forward-looking statements contained in this news release are made
as of the date of this news release and the Corporation will update
or revise publicly any of the included forward-looking statements
as expressly required by Canadian securities law.
SOURCE Highwood Oil Company Ltd.