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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