Mr. Brandon Bonifacio reports
CAVALRY CAPITAL CORP. ANNOUNCES EXECUTION OF AMALGAMATION
AGREEMENT WITH HOME RUN OIL & GAS INC.
Further to its news release dated April 21,
2023, Cavalry Capital Corp. has entered into a definitive amalgamation agreement dated June 30, 2023, with Home Run Oil & Gas Inc. in connection with the
proposed business combination of Cavalry and Home Run, which transaction is intended to constitute Cavalry's qualifying transaction (within the meaning of
Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange).
The amalgamation agreement provides for, among other things, a three-cornered amalgamation pursuant to which, among other things: (a) Home Run will amalgamate with
2515862 Alberta Ltd. (Subco), a wholly owned subsidiary of Cavalry incorporated by Cavalry
pursuant to the laws of Province of Alberta for the purposes of the qualifying transaction; (b) all of the
outstanding common shares of Home Run will be cancelled and, in
consideration therefor, the holders thereof will receive common shares of Cavalry on the basis of 2.4157 Cavalry shares (at a deemed price of 10 cents per share) for each Home Run share (and therefore the aggregate purchase price is $5,999,994.88);
and (c) the amalgamated corporation will be a wholly owned subsidiary of Cavalry. After giving effect
to the qualifying transaction, the shareholders of Home Run will collectively exercise control over
Cavalry.
In connection with the qualifying transaction, it is intended that Cavalry will change its name to
Canadian Home Run Energy Corp. or such other name as agreed to by Cavalry and Home
Run and accepted by the applicable regulatory authorities.
Completion of the proposed qualifying transaction is subject to, among other things, receipt of all
necessary regulatory approvals. It is anticipated that the qualifying transaction will not require the
approval of Cavalry's shareholders.
The amalgamation agreement
The amalgamation agreement contemplates that, among others, the following conditions precedent
be met prior to the closing of the amalgamation, including, but not limited to: (a) acceptance by the
TSX-V and receipt of other applicable regulatory approvals; (b) the concurrent completion of the
Cavalry private placement (as defined herein) for gross proceeds of at least $1.5-million (excluding
the assumption of and participation in the Cavalry private placement of promissory notes to be issued
pursuant to an amended corporate advisory services agreement among Home Run and certain arm's-length advisers in the amount of $382,500 and
excluding the assumption of and participation in the Cavalry private placement of a minimum of
$250,000 but not more than $350,000 of Home Run promissory notes outstanding); (c) receipt of the requisite approvals and completion of the name change and the
reconstitution of the Cavalry board of directors to consist of four directors as further described
herein; (e) no adverse material change in the business, affairs, financial
condition or operations of Cavalry or Home Run has occurred between the date of entering into the amalgamation agreement and the closing date of the qualifying transaction; (f) holders of Home Run shares holding no more than 5 per cent of the issued and outstanding
common shares of Home Run shall have exercised dissent
rights; and (g) receipt of the requisite approval of Home Run shareholders of the amalgamation. There
can be no assurance that the qualifying transaction will be completed as proposed or at all.
The amalgamation will not constitute a non-arm's-length qualifying transaction (as such term is
defined in the policies of the TSX-V). No person who or which is a non-arm's-length party (as such
term is defined in the policies of the TSX-V) of Cavalry has any direct or indirect beneficial interest in
Home Run or its assets prior to giving effect to the amalgamation and no such person is an insider of
Home Run. Similarly, there is no known relationship between or among any person who or which is a
non-arm's-length party of Cavalry and any person who or which is a non-arm's-length party to Home
Run.
If all conditions to the implementation of the amalgamation have been satisfied or waived, Cavalry and
Home Run will carry out the amalgamation. Pursuant to the terms of the amalgamation, it is expected
that the following security conversions, exercises and issuances will occur among Cavalry, Home Run
and Home Run shareholders immediately prior to completion of the amalgamation:
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Home Run and Subco will amalgamate and continue as one corporation (Amalco) under the
provisions of the Business Corporations Act (Alberta), and, as a result, the property and
liabilities of Subco and Home Run will become the property and liabilities of Amalco.
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Each Home Run share shall be cancelled and the holder thereof shall receive that number of
Cavalry shares as is equal to the number of Home Run shares held by such Home Run shareholder immediately prior to amalgamation multiplied by the exchange ratio.
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Each common share of Subco shall be cancelled and, after the amalgamation, Amalco shall issue one share to the issuer in respect of every Subco share so
cancelled.
Based on the number of Home Run shares outstanding as of the date hereof, there will be
approximately up to 92,112,500 Cavalry shares outstanding upon completion of the qualifying transaction, on a non-diluted basis. On completion of the qualifying transaction, the current Cavalry shareholders will hold an aggregate of approximately 6,462,500 Cavalry shares, representing
approximately 7.02 per cent of the Cavalry shares. The current Home Run shareholders will hold an
aggregate of 60 million Cavalry shares, representing approximately 65.14 per cent of the Cavalry shares.
Investors in the Cavalry private placement are expected to hold an aggregate of approximately
22,325,000 Cavalry shares, representing approximately 24.24 per cent of the Cavalry shares (including
those issued in connection with the assumption of the Home Run debt and in connection with the
corporate advisory services contract). The finder (as defined herein) is expected to hold 3,325,000
Cavalry shares, representing approximately 3.61 per cent of the Cavalry shares and payable in connection
with the finder's fee (as defined herein).
Upon completion of the qualifying transaction, it is expected that Cavalry will be a Tier 2 oil and gas
issuer on the TSX-V.
Trading in the Cavalry shares is currently suspended and will remain suspended until completion of
the qualifying transaction. Cavalry does not intend to apply to the TSX-V for reinstatement of trading
of the Cavalry shares at this time.
General information on Cavalry
Cavalry was incorporated under the Business Corporations Act (British Columbia) and is a capital pool
company within the meaning of the policies of the TSX-V. Cavalry has not commenced operations and
has no assets other than cash. Cavalry's principal business is the identification and evaluation of
assets or businesses with a view to completing a qualifying transaction under the CPC policy.
General information on Home Run
Home Run was incorporated under the Business Corporations Act (Alberta) on Aug. 5, 2021. Home
Run's head office is located at Suite 610, 1414 8th Street SW, Calgary AB, T2R 1J6. Home Run is a
private junior oil and gas exploration and development company currently active in west central
Alberta, specifically in the Ante Creek N. Area. Home Run currently owns a 100% working interest in
47.25 sections of lands, leases and licenses (30,240 acres/12,096 hectares) in the Ante Creek N.
Area, Ante Creek Area, Simonette Area, Woking Area, and the Kaybob S. Area of West Central
Alberta. Home Run will, subject to the completion of the qualifying transaction, continue to be active
in the west central Alberta Area upgrading its land and reserve position through the purchase and
reprocessing of existing 2-D seismic lines, in particular covering the eight section block in Township
65 Range 24W5. Home Run plans to seek out a joint venture to drill its first well on a proven reserve
location at Ante Creek N., before the end of the third quarter 2023 with drilling and completion costs
expected to be carried by the joint venture partner.
Home Run currently has 24,837,500 Home Run shares issued and outstanding and no other securities
are issued and outstanding. The following persons own, control or direct 10% or more of the
outstanding Home Run shares:
Summary of Financial Information
A summary of certain financial information for Home Run, disclosed in accordance with TSX-V policies,
is included in the tables below.
Further financial information will be included in the filing statement to be prepared in connection with
the qualifying transaction.
Proposed Directors and Senior Management Team
Upon the closing of the qualifying transaction, it is anticipated that Jeffrey Standen, Owen Pinnell,
Jim Silye, and John MacPhail will constitute the board of directors of Cavalry. It is also anticipated that
the new senior management team of Cavalry will be comprised of Jeffrey Standen (President, Chief
Executive Officer and Corporate Secretary), Robert Gillies (Chief Financial Officer). Other than the
changes to the board and officers, no new insiders will be created as a result of the qualifying transaction.
The following are brief resumes of the currently proposed directors and senior officers of Cavalry
following the qualifying transaction:
Jeffrey L. Standen Director, President, Chief Executive Officer and Corporate Secretary
Mr. Standen is a petroleum landman with over 45 years of industry related experience as senior
management, executive, director and founder positions with numerous private and public energy
companies, including Renaissance Resources, Canadian Leader Energy, Centurion Energy
International, Extreme Energy, Charger Energy and Vital Energy. Mr. Standen expects to devote
approximately 100% of his time to the Resulting Issuer.
Robert Gillies - Chief Financial Officer
Mr. Gillies has been a Chartered Professional Accountant for approximately 45 years and for the past
five years has been the a permanent part-time CFO of numerous public companies listed on the TSX-V.
Mr. Gillies expects to devote as much of his time as the position requires to the affairs of the Resulting
Issuer.
Owen C. Pinnell - Director
Mr. Pinnell has over 40 years of experience in the oil & gas industry. Mr. Pinnell has acted as a founder,
member of management, an executive and director of numerous private and public energy companies,
including Newalta, Anadime, i3 Capital and White Owl Energy Services. Mr. Pinnell expects to devote
the time necessary to fulfil his duties as a director of the Resulting Issuer.
Jim Silye - Director
Mr. Silye has over 40 years of experience in the oil & gas industry. Mr. Silye has acted as a founder,
director and officer of many public energy companies, including Stampeder, Predator and Eagle Rock.
Mr. Silye was a Reform Party M.P. from 1993-1997, and a member of the Calgary Stampeders from
1969-1974. Mr. Silye expects to devote the time necessary to fulfil his duties as a director of the
Resulting Issuer.
John MacPhail Director
Mr. MacPhail has been a director of Cavalry since April 20, 2021. Mr. John MacPhail is a
businessperson who has been at the head of five different companies. Currently, he is President, Chief
Executive Officer & Director at Pacific Arc Resources Ltd. and Chairman and Director at Woodbridge
Ventures, Inc. Mr. MacPhail is also on the board of three other companies. In the past, Mr. MacPhail
occupied the position of Chief Executive Officer of Union Securities Ltd. and was President of Global
Securities Corp. Mr. MacPhail will devote approximately 10% of his time necessary to perform the
work required in connection with the management of the Resulting Issuer. Mr. MacPhail is an
independent contractor of the Issuer and has not entered into a non-competition or non-disclosure
agreement with the Issuer.
Proposed qualifying transaction
As the proposed qualifying transaction is not a "non-arm's-length qualifying transaction" (within the
meaning of the CPC Policy), the qualifying transaction does not require approval of Cavalry shareholders.
Cavalry Private Placement
Concurrently with the completion of the qualifying transaction, Cavalry is expected to complete a non-
brokered private placement of at least 15,000,000 Cavalry Units at a price of $0.10 per Cavalry Unit
for aggregate gross proceeds to Cavalry of at least $1,500,000 (the "Cavalry Private Placement")
(excluding the assumption of and participation in the Cavalry Private Placement of promissory notes
to be issued pursuant to the Corporate Advisory Services Agreement in the amount of $382,500, and
excluding the assumption of and participation in the Cavalry Private Placement of a minimum of
$250,000 but not more than $350,000 of Home Run Debt). Each Cavalry Unit will be comprised of
one Cavalry share and one common share purchase warrant ("Cavalry Warrant"). Each Cavalry
Warrant shall entitle the holder to purchase a Cavalry share at an exercise price of $0.15 for a period
of 2 years from the date of issuance and in accordance with its terms. Cavalry may pay finder's fees
in cash or securities in connection with the Cavalry Private Placement.
The net proceeds from the Cavalry Private Placement will be used to satisfy the Initial Listing
Requirements (as defined in the Policies of the TSX-V) related to working capital and financial
resources, in accordance with Section 9.5 of the CPC Policy and (upon completion of the qualifying transaction) to upgrade Home Run's land position and reserve position through the purchase and
reprocessing of existing 2-D seismic lines, in particular covering the eight-section block in Township
65 Range 24W5 as recommended in the Reserves Report.
All securities issued under the Cavalry Private Placement will be subject to hold periods expiring four
months and one day after the date of issuance. Additional restrictions may apply under the rules of
the TSX-V and applicable securities laws.
Finder's Fee
In connection with the Transaction, Cavalry entered into a finder's fee agreement with Circa
Capital Corp. (the "Finder"), an arm's length party, for the introduction of Cavalry and Home Run.
Cavalry has agreed to issue the Finder 3,325,000 Cavalry shares (the "Finder's Fee") upon closing
of the qualifying transaction, subject to the approval by the TSX-V.
Loan
In connection with the qualifying transaction, Cavalry has advanced an unsecured loan (the "Loan")
in the amount of $25,000 to Home Run, in order to help fund Home Run's costs incurred in connection
with the qualifying transaction. The Loan accrues interest at a rate of 10% per annum, calculated
daily from the date of advance, which interest will be waived upon the closing of the qualifying transaction. The Loan will mature and be payable no later than the date that is two months following
the termination of the amalgamation agreement.
Sponsorship of Transaction
Sponsorship of the amalgamation, as the qualifying transaction of Cavalry, is required by the TSX-V
unless an exemption from this requirement is available in accordance with the policies of the TSX-V.
Cavalry intends to apply to the TSX-V for an exemption from the sponsorship requirements for the
qualifying transaction. There is no assurance that an exemption from this requirement will be
obtained.
Additional Information
Cavalry will provide further details in respect of the qualifying transaction and Cavalry Private
Placement in due course by way of a subsequent news release, however, Cavalry will make
available to TSX-V all information, including financial information, as may be requested or
required by the TSX-V.
All information contained in this news release with respect to Cavalry and Home Run was supplied by
the respective party, for inclusion herein, without independent review by the other party, and each
party and its directors and officers have relied on the other party for any information concerning the
other party. Completion of the qualifying transaction is subject to a number of conditions, including
but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements. The qualifying transaction cannot close until the required Home Run shareholder approval is obtained. There can
be no assurance that the qualifying transaction or the Home Run Private Placement will be completed
as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular of Home
Run or filing statement of Cavalry to be prepared in connection with the qualifying transaction, any
information released or received with respect to the qualifying transaction may not be accurate or
complete and should not be relied upon. Trading in the securities of Cavalry should be considered
highly speculative.
We seek Safe Harbor.
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