/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED
STATES/
EDMONTON, May 2, 2019 /CNW/ - Wolverine Energy and
Infrastructure Inc. ("Wolverine" or the "Company")
(TSXV: WEII) is pleased to announce that is has closed its
previously announced acquisition of production testing assets (the
"Acquisition") from an arm's length, publicly-listed major
international oilfield services company and its underwritten and
marketed public offering (the "Offering").
The Acquisition positions Wolverine with one of the largest
fleets of production testing assets in North America, adding 96 production testing
units located in western Canada,
Pennsylvania, Wyoming and North
Dakota for cash consideration of $24 million Wolverine
has identified numerous non-core asset disposition opportunities
that would lower its net purchase price, elevate accretion and
margins, and strengthen its balance sheet.
The Offering was conducted through a syndicate of agents co-led
by Cormark Securities Inc. and GMP Securities L.P. and including
National Bank Financial Inc. and Echelon Wealth Partners Inc., and
consisted of 23,000,000 common shares of the Company (the
"Common Shares") at a price of $1.00 per Common Share, for aggregate gross
proceeds of $23 million, exceeding
the previously announced underwritten minimum gross proceeds of
$15 million. The net proceeds of the
Offering will provide the Company with an ability to pay down
indebtedness incurred in connection with the Acquisition. The
Offering was completed by way of a short form prospectus filed with
the securities regulatory authorities in each of the provinces of
British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New
Brunswick and Nova Scotia
(the "Prospectus"). The Prospectus is accessible on SEDAR at
www.sedar.com.
Following the completion of the Offering and Acquisition,
Wolverine has 105.9 million Common Shares issued and outstanding,
approximately $80.0 million of net
debt and consolidated proforma trailing 12-month EBITDA of
$47.5 million.
About Wolverine
Wolverine is an industry-leading, diversified energy and
infrastructure service provider in western Canada and the
United States, providing a wide range of services including:
water management, production testing, oilfield/energy rentals, and
environmental services (waste disposal and custom crude treating).
Wolverine's original business roots and operations began in 1952.
Over the course of its history, the Wolverine group of companies
have pursued a strategy combining organic growth and strategic
acquisitions. Today, Wolverine is strongly positioned to
consolidate a highly-fragmented energy services and midstream
market in western Canada, and is
diligently focused on return on capital deployed, market
diversification, and maintaining best-in-class services throughout
the full life cycle of its diverse clients' projects.
Cautionary Statements
This news release contains forward-looking statements and/or
forward-looking information (collectively, "forward-looking
statements") within the meaning of applicable securities laws. When
used in this release, the words "would", "will" and similar
expressions, as they relate to Wolverine or its management, are
intended to identify such forward-looking statements. Such
forward-looking statements reflect the current views of Wolverine
with respect to future events, and are subject to certain risks,
uncertainties and assumptions. Many factors could cause Wolverine's
actual results, performance or achievements to be materially
different from any expected future results, performance or
achievement that may be expressed or implied by such
forward-looking statements. In particular, this news release
contains or implies forward-looking statements pertaining to:
non-core asset dispositions; and the use of proceeds from the
Offering. These forward-looking statements are subject to numerous
risks and uncertainties, including but not limited to: the impact
of general economic conditions in Canada and the
United States; industry conditions including changes in laws
and regulations including adoption of new environmental laws and
regulations, and changes in how they are interpreted and enforced,
in Canada and the United States; competition; lack of
availability of qualified personnel; obtaining required approvals
of regulatory authorities, in Canada and the
United States; volatility in market prices for oil and gas;
fluctuations in foreign exchange or interest rates; environmental
risks; changes in income tax laws or changes in tax laws and
incentive programs relating to the oil industry; ability to access
sufficient capital from internal and external sources; risk that
the board of directors of Wolverine determines that it would be in
the best interests of Wolverine to deploy the proceeds of the
Offering for some other purpose; and other factors, many of which
are beyond the control of the Company.
These forward-looking statements reflect material factors,
expectations and assumptions. Forward-looking statements included
in this news release should not be read as guarantees of future
performance or results. Such statements involve known and unknown
risks, uncertainties and other factors that may cause actual
results, performance or achievements to be materially different
from those implied by such forward-looking statements. Although the
forward-looking statements contained in this document are based
upon assumptions which management of the Company believes to be
reasonable, the Company cannot assure investors that actual results
will be consistent with these forward-looking statements. With
respect to forward-looking statements contained in this document,
Wolverine has made assumptions regarding among other things: the
successful listing of the Common Shares on the TSXV; availability
of skilled labour; timing and amount of capital expenditures;
future exchange rates; the price of oil and gas; the impact of
increasing competition; conditions in general economic and
financial markets; effects of regulation by governmental agencies;
the continued availability of adequate equity financing and funds
from operations to fund its planned expenditures; timing of
drilling and completion of wells; and other matters. Wolverine's
business is subject to a number of risks and uncertainties. Readers
are encouraged to review and carefully consider the risk factors
pertaining to Wolverine's business described in PetroMaroc's
management information circular and proxy statement dated as of
November 14, 2018, which is
accessible on Wolverine's SEDAR issuer profile at www.sedar.com.
The forward-looking statements contained in this release are made
as of the date of this release, and except as may be expressly be
required by law, Wolverine disclaims any intent, obligation or
undertaking to publicly release any updates or revisions to any
forward-looking statements contained herein whether as a result of
new information, future events or results or otherwise, other than
as required by applicable securities laws.
Management of the Company has included the above summary of
assumptions and risks related to forward-looking information
provided in this document in order to provide shareholders with a
more complete perspective on Wolverine's current and future
operations and such information may not be appropriate for other
purposes. Wolverine's actual results, performance or achievement
could differ materially from those expressed in, or implied by,
these forward-looking statements and, accordingly, no assurance can
be given that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do, what
benefits Wolverine will derive therefrom.
This news release shall not constitute an offer to sell or
the solicitation of an offer to buy the Common Shares in any
jurisdiction. The Common Shares have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") or any state securities
laws and may not be offered or sold in the United States except in certain
transactions exempt from the registration requirements of the U.S.
Securities Act and applicable state securities laws.
Non-GAAP Measures
The Company uses accounting principles that are generally
accepted in Canada ("GAAP"), which
includes International Financial Reporting Standards ("IFRS").
Certain financial measures in this document do not have any
standardized meaning as prescribed by IFRS, including the non-GAAP
measure "proforma trailing 12-month EBITDA". This non-GAAP measure
used by the Company, may not be comparable to similar measures
presented by other reporting issuers, and is included because
management uses the information to analyze the Company's operating
performance. Therefore, this non-GAAP financial measure should not
be considered in isolation or as a substitute for measures of
performance prepared in accordance with GAAP. Proforma
trailing 12-month EBITDA is defined by the Company as net income
(loss) before finance costs, equipment rent, taxes, depreciation,
(gain) loss on bargain purchase, and amortization.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) has in any way
approved or disapproved the contents of this news release. The TSXV
does not accept responsibility for the adequacy or accuracy of this
release.
SOURCE Wolverine Energy and Infrastructure Inc.