June 22, 2021 13:44 ET | Source: Bellatrix Exploration Ltd.
CALGARY, Alberta, June 22, 2021 (GLOBE NEWSWIRE) — Bellatrix Exploration Ltd. (“Bellatrix” or the “Company”) announces a transaction (the “Transaction”) pursuant to which 1184262 B.C. Ltd. (the “Purchaser”), an affiliate of Hillcore Group Ltd. (“Hillcore”), will acquire 33,433,255 new common shares issued by Bellatrix (the “Purchased Shares”), which would represent approximately 45% of the aggregate issued and outstanding common shares of Bellatrix upon implementation of the Transaction. The Transaction was approved today by the Court of Queen’s Bench of Alberta (the “Court”) pursuant to an Approval and Vesting Order (the “Court Order”) in the Company’s proceedings under the Companies’ Creditors Arrangement Act (the “CCAA”), and remains subject to certain remaining conditions.
In connection with the Transaction, Bellatrix has entered into a subscription agreement dated as of June 8, 2021 (the “Subscription Agreement”) with the Purchaser and 2350810 Alberta Ltd. (“Newco”), a wholly-owned subsidiary of Bellatrix. Pursuant to the Transaction: (i) the Purchaser will loan $2,499,000 to Bellatrix (the “Loan”), 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, the proceeds of the Loan and the subscription proceeds in respect of the Purchased Shares), and all existing liabilities of Bellatrix (other than the obligations under the Promissory Note) will be transferred and novated to Newco, (iii) the Purchaser will subscribe for the Purchased Shares for $1,000, (iv) all equity interests existing immediately prior to the closing time of the Transaction, other than the issued and outstanding common shares of Bellatrix, will be cancelled for no consideration or claims therefor, and (v) any directors of Bellatrix immediately prior to the closing time of the Transaction will be deemed to resign, and two new directors will be, and will be deemed to be, appointed as directors of Bellatrix.
The Transaction is the result of the Bellatrix’s efforts to maximize additional value for the benefit of its stakeholders, following the sale transaction completed by Bellatrix in June 2020 pursuant to its CCAA proceedings. The Company, with the assistance of its advisors, reviewed the potential transaction options and alternatives available to Bellatrix, and determined that the Transaction represents the best available alternative in the circumstances.
Subject to obtaining applicable regulatory approvals and/or a further Court order in respect of the transfer of certain regulatory licenses, and related assets and obligations in respect thereof (collectively, the “License Transfers”), and the satisfaction or waiver of the other conditions to the Transaction, the Company expects to implement the Transaction in July 2021.
Other than with respect to the 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 director or shareholder approval shall be required and no authorization, approval or other action by or notice to or filing with any governmental authority or regulatory body exercising jurisdiction in respect of Bellatrix is required for the due execution, delivery and performance by Bellatrix and by Newco of the Subscription Agreement and the completion of the Transaction. Without limiting the foregoing, pursuant to the Court Order, the Transaction shall not be subject to, and Bellatrix shall 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 in respect of Bellatrix dated July 22, 2020 (the “CTO”) in connection with implementing the transaction steps contemplated as part of the Transaction; however, the CTO shall remain in effect after the Transaction is fully implemented.
The Court Order also provides for releases in favour of (i) the present and former directors, officers, employees, legal counsel and advisors of Bellatrix and Newco (or either of them), and (ii) the Monitor and its legal counsel, in respect of any claims relating to any act or omission, transaction, dealing or other occurrence in connection with the Transaction or completed pursuant to the Court Order, other than those claims that are not permitted to be released pursuant to section 5.1(2) of the CCAA.
Materials publicly filed in the CCAA proceedings are made 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 Transaction and the CCAA 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 “continue”, “plan”, “intend”, “explore”, “propose”, “would”, “will”, “believe”, “expect”, “position”, “anticipate”, “improve”, “enhance”, “subject to”, “conditional” and other variations and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning: the Transaction and the terms thereof; conditions to completing the Transaction, including the License Transfers, implementation of the Transaction and the timing thereof.
Forward-looking statements necessarily involve and are subject to assumptions and known and unknown risks, uncertainties and other factors (many of which are beyond the control of Bellatrix) which may cause actual events, results, performance or consequences to be materially different from those that are or maybe expressed or implied by forward-looking information and statements in this press release. These include, without limitation, the risks associated with the ability of the Company, Newco and/or the Purchaser to timely satisfy conditions and implement the Transaction based on the currently contemplated terms, including matters relating to the CCAA proceedings; the ability of the Company and/or the Purchaser to obtain all necessary approvals in order to complete the Transaction, including in connection with the CCAA proceedings; whether the Company will receive the consideration and other benefits expected to be received or realized from the Transaction; the tax treatment of the Company and the materiality of any legal and regulatory proceedings; the general economic, financial, market and political conditions impacting the industry and 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, undue reliance should not be placed on forward looking statements because the Company can give no assurance that such expectations will prove to be correct.
The forward looking statements contained herein are made as at the date hereof and Bellatrix disclaims any intention or obligation to update publicly or to revise any of the included forward looking statements, or to update the reasons that actual events or results could or do differ from those that are or may be expressed or implied by forward-looking information and statements in this press release, in each case whether as a result of new information, future events or results, the CCAA proceedings or otherwise, except as may be required by applicable securities laws.
For further information, please contact:
Bellatrix Exploration Ltd.
1920, 800 – 5th Avenue SW
Calgary, Alberta, Canada T2P 3T6
Phone: (403) 266-8670
Fax: (403) 264-8163