Dalmac Energy Inc. ("
Dalmac")
(TSX Venture "
DAL") wishes to announce that,
further to the press release issued on April 29, 2019, the sale of
its Fox Creek Tank Farm (the "
Tank Farm") to
1175317 Alberta Ltd. (the "
Purchaser"), a
corporation wholly owned by Mr. John Babic, a director and
President and CEO of Dalmac, for an aggregate purchase price of
$380,000 cash (the "
Sale") has closed on September
4, 2019 and the purchase from 1991769 Alberta Ltd. (the
"
Vendor"), a corporation wholly owned by Mr. Steve
Babic, a director of Dalmac, of a stainless-steel quad Tremcar
(trailer unit) (SN: 2TLPL33467B002239) (the
"
Tremcar") for aggregate consideration of
$56,402.60 (the "
Purchase") has also closed on
April 29, 2019.
In connection with the Sale and Purchase, Dalmac
has also entered into agreement to make certain amendments to its
existing credit facility (the "Credit Facility")
with its primary lender, Servus Credit Union Ltd. (the
"Lender"), which amendments include: (a) a
reduction in Dalmac's evergreen equipment facility maximum from
$7,000,000 to $5,250,000; (b) an increase in its annual interest
rate from the Lender's prime lending rate plus 1% to the Lender's
prime lending rate plus 1.2%; (c) a condition that the shareholder
loan in the amount of $420,000.00 from the Purchaser (the
"Shareholder Loan") be assigned and postponed to
the Credit Facility; and (d) the inclusion of additional
specificity in the required calculation of Dalmac's debt service
coverage ratio, which has remained at a minimum of 1.25:1 (cash
flow divided by debt service requirements).
Each of the Sale, Shareholder Loan and Purchase
may be considered a "Related Party Transaction" pursuant to
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101").
While MI 61-101 would typically require the Corporation to obtain a
full valuation and minority approval, in respect of the Sale, the
Shareholder Loan and the Purchase, the Corporation is relying on
certain exemptions from those requirements. With respect to the
Sale and the Shareholder Loan, the Corporation is relying on the
exemptions provided by sections 5.5(g) and 5.7(e) of MI 61-101 and,
therefore, no minority shareholder approval is required or will be
sought and no valuation is required or will be obtained in respect
of those transactions. More specifically, Dalmac's available funds
(including any amounts available for borrowing under its current
Credit Facility) are not currently sufficient to fund Dalmac's
ongoing working capital needs or meet its covenants under its
Credit Facility. Dalmac's Board of Directors has continued to look
for and assess a number of potential restructuring and lending
options for Dalmac and has determined the transactions contemplated
herein to be the best available opportunity. As such, the
independent directors, acting in good faith, have determined that:
(i) the Corporation is in serious financial difficulty; (ii) the
Sale, the Shareholder Loan and associated amendments to its Credit
Facility will improve the financial position of the Corporation;
and (iii) the terms of the Sale and the Shareholder Loan are
reasonable in the circumstances of Dalmac, and as a result of the
foregoing, the conditions of the MI 61-101 exemptions in respect of
the Sale and the Shareholder Loan have been met. In respect
of the Purchase, the Corporation is relying on the exemptions
provided by sections 5.5(d) and 5.7(c) of MI 61-101 and, therefore,
no minority shareholder approval is required or will be sought and
no valuation is required or will be obtained in respect of the
Purchase. More specifically, the Purchase is a purchase, in the
ordinary course of business, of inventory consisting of personal or
movable property under an agreement that has been approved by
Dalmac's independent directors.
Because of Dalmac's need to immediately
refinance its debt with the Lender based on the 2018 covenant
issues and operational work required in relation to the purchase of
the Tremcar, Dalmac did not have time to provide its shareholders
with notice prior to undertaking the transactions contemplated
herein.
[The TSX Venture Exchange has granted
final approval of the transactions to the
Corporation].
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:
This document contains forward-looking information (as such term is
defined by applicable securities laws). The use of any of the words
"expect", "anticipate", "continue", "estimate", "may", "will",
"would", "believe", "plans", "intends", "possible", "future" and
similar expressions are intended to identify forward-looking
information. The forward-looking information in this document
includes, among other things, Dalmac's anticipated completion and
use of proceeds in respect of the Shareholder Loan, the ability of
the transactions contemplated herein to close and to allow Dalmac
to proceed operating as planned as it moves into the summer months,
the positive impact of the amendments to the Credit Facility on
Dalmac's financial position. For the purposes of the
forward-looking information provided herein, Dalmac has assumed
that the appraisal of the Tank Farm was accurate and the market
data researched in respect of the Tremcar was accurate and that
Dalmac's working capital and equipment and operational needs going
into the typical seasonal slow-down during the summer months will
be consistent with those in prior years and the budget and
operational and acquisition and disposition plans prepared by
management (which budget and plans have been based on, among other
things, available market, political and industry information and
forecasts).
Readers are cautioned that forward-looking
information is subject to a number of risks, uncertainties and
other factors may cause actual results to differ materially from
the forward-looking information provided. In particular, among
other risks: there can be no guarantee that the amounts raised
pursuant to the Shareholder Sale and Loan will be sufficient to
meet Dalmac's current needs as unforeseen events could arise that
require cash in excess of what is currently available to Dalmac;
for reasons currently unforeseen the completion of the transaction
herein may not occur on the timelines contemplated by Dalmac or at
all; there can be no guarantee the that the amendments to the
Credit Facility will result in an improvement in Dalmac's overall
financial situation as Dalmac's financial position is subject to a
significant number of external risks outside of Dalmac's control;
the work Dalmac is anticipating it will receive may become
unavailable or payment therefore reduced or prices for goods and
services as contemplated in Dalmac's budget may exceed
expectations, and, as such, additional financing or other options
may need to be pursued and, there can be no guarantee that Dalmac
will have the resources available to satisfy all of its working
capital needs in the future; and for reasons that are currently
unforeseen, management may be required to alter Dalmac's current
business strategy and capital program (which may result in a change
in the use of the Sale and Shareholder Loan proceeds from that
described above) and there can be no certainty as to what such
alterations may be. In addition to the foregoing, Dalmac is
subject to more general business and operational risks which
include, among others: 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 other sources of financing and
capital; the ability of Dalmac's customers to pay in a timely
manner; changes in commodity prices; changes in tax or
environmental laws or royalty rates; political change; 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 upon which Dalmac's
budget and operational plans were made; 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 products and services; 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 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.
Dalmac Energy (TSXV:DAL)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
Dalmac Energy (TSXV:DAL)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024