Dalmac Energy Inc. Financing Arrangement and Asset Sale
30 Agosto 2016 - 5:57PM
Dalmac Energy Inc. (“
Dalmac”)
(TSX-V:DAL) wishes to announce that on August 18, 2016 it entered
into a financing arrangement with BDC Capital Inc. for $1.5 million
(the “
Loan”), as the borrower (the
“
Initial BDCC Financing”). The
Loan shall be repayable by way of one balloon payment of $1.5
million on August 31, 2021, with interest payable monthly until
maturity and excess cash sweeps throughout the term of the Loan.
The Initial BDCC Financing was amended on August 29, 2016 by a
second amended and restated offer letter (together, with the
Initial BDCC Financing, the “
BDCC
Financing”). The BDCC Financing is subject to a
number of conditions and covenants, including maintenance of the
required financial ratios and the payment of an additional
compensation premium equal to 2.00% of the consolidated value of
Dalmac and its corporate guarantors, those being Dalmac Oilfield
Services Inc. (“
Dalmac Oilfield”) and 1421771
Alberta Ltd. The proceeds of the BDCC Financing will be used
for working capital. The closing of the BDCC Financing
occurred on the date hereof. On August 29, 2016, as part of
the BDCC Financing, Dalmac Oilfield also entered into a fifth
amending agreement with PNC Bank Canada Branch, Dalmac Oilfield’s
senior lender.
As a condition to the completion of the BDCC
Financing, Dalmac engaged in a sale of certain motor vehicle
equipment (the “Assets”). As part of the
disposition, Dalmac Oilfield entered into a joint venture agreement
(the “Agreement”) with Professional Consulting
Solutions Ltd. (“PCS”), which pursuant to the
terms and conditions of the Agreement, Dalmac Oilfield transferred
a 50% interest in the Assets to PCS for $250,000. Dalmac will
be able to utilize the Assets in its business on an ongoing basis,
pursuant to the rental terms in the Agreement.
The Agreement is considered a “related party
transaction” pursuant to Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
(“MI 61-101”), which is applicable as Dalmac is
listed on the TSX Venture Exchange (the “TSXV”)
and John Babic is a director of both Dalmac and Dalmac Oilfield and
a director and the sole shareholder of PCS. The Agreement is exempt
from the related party transaction requirements of MI 61-101, as
neither the fair market value of the Assets nor the consideration
paid under the Agreement exceeds 25% of the market capitalization
of Dalmac pursuant to sections 5.5(a) and 5.7(a) of MI 61-101. The
Agreement has been approved by the TSXV. Dalmac and Dalmac
Oilfield have also entered into two other similar asset agreements
since November 2015, both of which have been approved by the TSXV
and further details in respect of those transactions have been
provided in Dalmac’s financial statements in respect of the
applicable periods.
For further information: Please contact John
Babic, at 4934 – 89 Street NW, Edmonton AB T6E 5K1 by phone (780)
988-8510, by fax at (780) 988-8512, or by e-mail at
jbabic@dalmacenergy.com. |
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
Forward-Looking Information and
Statements
This document contains certain forward-looking
information and statements within the meaning of applicable
securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "feels", "may", "will",
"would", "believe", "plans", "intends", "possible", "future" and
similar expressions are intended to identify forward-looking
information or statements. In particular, but without limiting the
foregoing, this document contains forward-looking information and
statements pertaining to, among other things, the following: the
repayment amounts and timelines pursuant to the BDCC Financing; the
use of the proceeds of the BDCC Financing; and Dalmac’s use of the
Assets on an ongoing basis. This forward-looking information
and the related statements are based upon factors, expectations and
assumptions reflected in the forward-looking statements that are
reasonable at this time but no assurance can be given that these
factors, expectations and assumptions will prove to be correct.
The forward-looking information and statements
contained in this news release are based upon several material
factors, expectations and assumptions of Dalmac including, without
limitation: the availability of the BDCC Financing funds; the
ability of Dalmac to meet its obligations under the BDCC Financing;
that Dalmac will continue to conduct its operations in a manner
consistent with past operations; the general continuance of current
or, where applicable, assumed industry conditions; availability of
sources to fund Dalmac’s capital and operating requirements as
needed; and certain commodity price and other cost assumptions.
The forward-looking information and statements
included in this news release are not guarantees of future
performance and should not be unduly relied upon. Such information
and statements involve known and unknown risks, uncertainties and
other factors that may cause actual results or events to differ
materially from those anticipated in such forward-looking
information and statements including, without limitation: general
economic, market and business conditions; volatility in market
prices for crude oil and natural gas; the ability of Dalmac’s
clients to explore for, develop and produce oil and gas;
availability of financing and capital; the ability of Dalmac’s
customers to pay in a timely manner; changes in commodity prices;
unanticipated operating results; changes in tax or environmental
laws or royalty rates; limited, unfavourable or no access to debt
or equity capital markets; increased costs and expenses; the impact
of competitors; reliance on industry partners; circumstances may
arise, including changes in accounting policies, regulations or
economic conditions, which could change the assumptions, estimates
or expectations or the information provided; shareholder value may
not be maximized by Dalmac or at all; there may be circumstances
where, for unforeseen reasons, a reallocation of funds may be
necessary as may be determined at the discretion of Dalmac and
there can be no assurance as at the date of this disclosure as to
how those funds may be reallocated; should any one of a number of
issues arise, Dalmac may find it necessary to alter its current
business strategy and/or capital expenditure program; fluctuations
in interest rates; demand for Dalmac’s product and services;
adverse conditions in the debt and equity markets; and government
actions including changes in environment and other regulation; and
certain other risks detailed from time to time in Dalmac’s public
disclosure documents including, without limitation, those risks
identified in this document.
The forward-looking information and statements contained in this
document speak only as of the date of this document, and Dalmac
does not assume any obligation to publicly update or revise them to
reflect new events or circumstances, except as may be required
pursuant to applicable laws.
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