CALGARY, Alberta, June 22, 2021 (GLOBE NEWSWIRE) – Bellatrix Exploration Ltd. (“Bellatrix“or the”Company“) announces a transaction (the”Transaction“) pursuant to which 1184262 BC Ltd. (the”Buyer“), a subsidiary of Hillcore Group Ltd. (“Hillcore“), will acquire 33,433,255 new common shares issued by Bellatrix (the”Purchased sharesâ), Which would represent approximately 45% of the total issued and outstanding common shares of Bellatrix upon the implementation of the transaction. The transaction was approved today by the Court of Queen’s Bench of Alberta (the “Search“) pursuant to an Approval and Acquisition Order (the”Court orderâ) In the proceedings of the Company under the Companies’ Creditors Arrangement Act (the “LACC“), and remains subject to certain remaining conditions.
As part of the Transaction, Bellatrix entered into a subscription agreement dated June 8, 2021 (the âSubscription contract“) with the purchaser and 2350810 Alberta Ltd. (“Newcoâ), A wholly owned subsidiary of Bellatrix. Pursuant to the Transaction: (i) the Buyer will lend $ 2,499,000 to Bellatrix (the “Ready“), and Bellatrix will issue a promissory note to the purchaser in respect thereof (the”Promissory note“); (ii) certain assets (including, without limitation, all Existing Cash, Loan Proceeds and Subscription Proceeds in respect of Purchased Shares) and all Existing Liabilities of Bellatrix (Other the obligations under the promissory note) will be transferred and novated to Newco, (iii) the purchaser will subscribe to the purchased shares for $ 1,000, (iv) all existing interests immediately prior to the closing time of the transaction , with the exception of the issued and outstanding common shares of Bellatrix, will be canceled without consideration or claim thereon, and (v) any director of Bellatrix immediately before the Transaction closing time will be deemed to resign, and two new directors will be, and will be deemed to be, appointed directors of Bellatrix.
The transaction is the result of Bellatrix’s efforts to maximize added value for the benefit of its stakeholders, following the sale transaction Bellatrix concluded in June 2020 as part of its CCAA proceedings. The Company, with the assistance of its advisers, has considered the potential Transaction options and alternatives available to Bellatrix, and has determined that the Transaction represents the best alternative available under the circumstances.
Subject to obtaining applicable regulatory approvals and / or other court order regarding the transfer of certain regulatory licenses, and related assets and obligations therein (collectively, the “License transfers“), and the satisfaction or waiver of the other conditions of the Transaction, the Company plans to implement the Transaction in July 2021.
With the exception of license transfers, the court order is the only authorization required by Bellatrix or Newco to proceed with the transaction. The court order provides that no approval of the director or shareholders is required and that no authorization, approval or other action by or notification or filing with any governmental authority or regulatory body exercising jurisdiction over Bellatrix is âânot required for the execution, delivery and proper performance by Bellatrix and Newco of the Subscription Agreement and the completion of the Transaction. Without limiting the foregoing, in accordance with the court order, the transaction will not be subject to, and Bellatrix will not be required to comply with the requirements of National Policy 11-207 – Failure to file cease trade orders or the cease trade order issued by the Executive Director of the Alberta Securities Commission with respect to Bellatrix dated July 22, 2020 (the “Technical director“) as part of the implementation of the Transaction Steps contemplated in the Transaction; however, the CTO will remain in effect after the Transaction is fully implemented.
The Court Order also provides for releases in favor of (i) current and former directors, officers, employees, counsel and advisers of Bellatrix and Newco (or any of them), and (ii) of the Controller and its legal advisers, in with respect to any claim relating to any act or omission, transaction, transaction or other event in connection with the transaction or completed in accordance with the court order, except for claims who are not authorized for release under section 5.1 (2) of the CCAA.
Documents publicly filed in the CCAA proceedings are available on the website of PricewaterhouseCoopers Inc., the court-appointed monitor in the CCAA proceedings, at http: // www. pwc.com/ca/bellatrix.
Goodmans LLP is acting as legal counsel to Bellatrix in connection with the CCAA transaction and proceedings.
FORWARD-LOOKING STATEMENTS: Certain information contained in this press release may contain forward-looking statements within the meaning of applicable securities laws. The use of any of the words âcontinueâ, âplanâ, âintend toâ, âexploreâ, âproposeâ, â,â will â,â; , “Improve”, “improve”, “subject to”, “conditional” and other variations and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward-looking statements concerning: the Transaction and its terms; conditions for completing the Transaction, including License Transfers, the implementation of the Transaction and the timing thereof.
Forward-looking statements necessarily involve and are subject to known and unknown assumptions and risks, uncertainties and other factors (many of which are beyond the control of Bellatrix) that may cause events, results, performance or consequences. actuals materially different from those which are or may be expressed or implied by the forward-looking information and statements contained in this press release. These include, but are not limited to, the risks associated with the ability of the Company, Newco and / or the Buyer to timely meet the terms and complete the Transaction based on the terms currently. considered, including matters relating to CCAA proceedings; the ability of the Company and / or the Buyer to obtain all necessary approvals in order to complete the Transaction, including as part of the proceedings under the CCAA; whether the Company will receive the consideration and other benefits expected from the Transaction; the tax treatment of the Company and the materiality of any legal and regulatory procedure; economic, financial, market and general political conditions affecting the industry and the markets in which the Company operates; the impact of the COVID-19 pandemic.
Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, one should not place undue reliance on forward-looking statements as the Company cannot guarantee that such expectations will prove to be correct.
The forward-looking statements contained herein are made as of the date hereof and Bellatrix disclaims any intention or obligation to publicly update or revise any of the forward-looking statements included, or to update the reasons why the events or actual results could differ or differ from those which are or may be expressed or implied by the forward-looking information and statements contained in this press release, in each case, whether as a result of new information, events or future results, of the proceedings under the CCAA or otherwise, unless applicable securities laws require it.