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Enter Symbol
or Name
USA
CA



Anterra Energy Inc
Symbol AE
Shares Issued 496,871,120
Close 2015-07-31 C$ 0.005
Market Cap C$ 2,484,356
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Anterra to sell 70% stake to AddChance Holdings

2015-08-10 19:42 ET - News Release

Dr. Gang Fang reports

ANTERRA ANNOUNCES PROPOSED FINANCING ARRANGEMENT

Anterra Energy Inc. has signed a non-binding memorandum of understanding with AddChance Holdings Ltd. through its wholly owned subsidiary, Dynamic Regal Ltd., whereby AddChance will acquire a 70-per-cent interest in Anterra.

AddChance is a public company, headquartered in Hong Kong. Its shares are listed on the Hong Kong Stock Exchange and trade under the stock code 3344. The company is actively involved in manufacturing, property investment, and most recently is diversifying into the oil and gas sector. AddChance is at arm's length to Anterra.

Pursuant to the terms of the memorandum:

  • Anterra will issue from treasury 250 million Class A common shares to AddChance at a price of four cents per share for total cash proceeds of $10-million.
  • At closing, immediately following the issue of shares for cash, Anterra will issue from treasury 909,365,947 Class A common shares in exchange for 45,693,761 common shares of AddChance, such that Anterra will receive one AddChance share for each 19.9 Anterra shares so issued. The price per Anterra share under the share exchange is 1.48 cents, and the average price per Anterra share under the entire transaction is 2.02 cents.
  • As soon as practicable following the share exchange, Anterra will distribute the AddChance shares received to Anterra shareholders other than AddChance, as a dividend in specie, subject to the requirements of applicable securities legislation (which may or may not include the imposition of a hold period on the AddChance shares proposed to be distributed to Anterra shareholders).
  • Concurrently with closing or as soon as practicable thereafter, Anterra shall effect a share consolidation of its issued and outstanding Class A common shares on a 20:1 basis. Subsequent to the share consolidation, Anterra will have approximately 82,811,853 Class A common shares issued and outstanding. The share consolidation is subject to approval by Anterra shareholders.
  • Anterra's board of directors shall be reconstituted to include two individuals nominated by AddChance.

Completion of the transactions under the memorandum are subject to the execution of a definitive agreement between Anterra and AddChance, together with customary closing conditions, including acceptance by the TSX Venture Exchange, the Hong Kong Stock Exchange and receipt of all other applicable regulatory approvals. It is expected that the transaction will require the approval of a majority of Anterra's shareholders (excluding the votes attached to any shares held by AddChance and parties related to AddChance). There can be no assurance that Anterra will enter into a definitive agreement with AddChance. Investors are cautioned that, until a definitive agreement is signed and announced, there may not be sufficient information about the transaction to enable investors to make a reasonable investment decision about the securities of Anterra and the proposed transaction.

"This is a unique and creative financing arrangement that, in addition to providing the company with funds necessary to pursue the development of its existing properties, will provide a return to our shareholders through the distribution of AddChance shares that actively trade on the Hong Kong exchange," said Dr. Gang Fang, chairman and chief executive officer of Anterra. Dr. Fang went on to say, "The proposed transaction also demonstrates Anterra's ability to access capital from non-conventional sources even during difficult times for the oil and gas industry."

We seek Safe Harbor.

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