Subject: Fwd: News Release
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File: Attachment AvilaPRRightsOffering.pdf
NEWS RELEASE
AVILA ENERGY CORPORATION ANNOUNCES RIGHTS OFFERING
CALGARY, AB December 10, 2025 Avila Energy Corporation (CSE: VIK, OTCM: PTRVF and
FRA:6HG0) ("Avila" or the "Company") is pleased to announce that it will be undertaking a rights
offering (the "Rights Offering") to holders (the "Shareholders") of its common shares (the "Common
Shares") as of the close of business (Mountain Time) on December 17, 2025 (the "Record Date").
Under the Rights Offering, Shareholders will receive one (1) transferable right (a "Right") for each one
(1) Common Share held as of the Record Date. Each Right will entitle the holder thereof to subscribe
for one (1) unit (a "Unit") at a subscription price of $0.00375 (the "Subscription Price") per Unit pursuant
to the basic subscription privilege (the "Basic Subscription Privilege"). Each Unit will consist of one
(1) Common Share and one (1) Common Share purchase warrant (a "Warrant"). Each Warrant entitles
the holder to acquire one (1) additional Common Share at an exercise price of (i) CAD $0.05 per
Common Share for the period of six (6) months following the date of issuance of the Warrant; and (ii)
CAD $0.10 per Common Share for the remaining eighteen (18) months of the twenty-four (24) months
following the date of issuance of the Warrant. The Subscription Price represents a 25% discount to the
trading price of the Common Shares on the Canadian Securities Exchange (the "CSE").
Pursuant to applicable securities laws, and to the extent that other holders of Rights do not exercise all
of their Rights under the Basic Subscription Privilege, each holder of Rights who fully exercises its Basic
Subscription Privilege will also be entitled to subscribe for additional Units ("Additional Rights Units")
on a pro rata basis at the Subscription Price, in the manner prescribed by applicable securities laws and
as further detailed in the Circular (as defined below).
The Rights Offering is not subject to any minimum subscription level. A maximum of 226,490,954 Units
may be issued under the Rights Offering, for maximum aggregate gross proceeds of $849,341.08.
The Rights, and the underlying Warrants, will not trade on the CSE. The Common Shares issuable upon
exercise of the Rights are listed on the CSE under the symbol "VIK".
The completion of the Rights Offering is conditional upon the satisfaction of certain conditions, including,
but not limited to: (i) the receipt of all necessary regulatory approvals, including the final acceptance of
the CSE; and (ii) there being no material adverse change in the business, operations, assets, or financial
condition of the Company. The Company reserves the right to waive any conditions or to terminate,
cancel, or modify the Rights Offering at any time prior to the Expiry Time (as defined below).
Further details on the Rights Offering, including eligibility requirements for Shareholders to participate
and the procedures to be followed by Shareholders in order to subscribe for Units, will be included in a
rights offering circular dated December 10, 2025 (the "Circular"), a rights offering notice (the "Rights
Offering Notice"), and a notice to ineligible holders (the "Notice to Ineligible Holders"), which will be
filed on SEDAR+ under Avila's profile at www.sedarplus.ca.
It is expected that a copy of the Rights Offering Notice, a direct registration system advice representing
201-2750 3rd Ave NE Calgary, Alberta T2A 2L5, Canada
the Rights ("Rights DRS Advice") and a subscription form ("Subscription Form") will be mailed to each
registered Shareholder of the Company resident in all provinces and territories of Canada (the "Eligible
Jurisdictions") as at the Record Date. Registered Shareholders who wish to exercise their Rights must
forward the completed Subscription Form, together with payment, to the subscription agent, Endeavor
Trust Corporation (the "Subscription Agent"), on or before the expiry time of 4:00 p.m. (Mountain Time)
on January 14, 2026 (the "Expiry Time"). Any Rights not exercised at or before the Expiry Time will be
void and will have no value. Shareholders who hold their Common Shares through an intermediary,
such as a bank, trust company, securities dealer, or broker, will receive materials and instructions from
their intermediary.
Treatment of Ineligible Shareholders
The Rights are being offered only to Shareholders resident in the Eligible Jurisdictions as of the Record
Date. Shareholders whose registered addresses are in, or who are otherwise resident in, jurisdictions
other than the Eligible Jurisdictions (the "Ineligible Jurisdictions") will generally not be eligible to
receive Rights or to exercise Rights under the Rights Offering, unless they are recognized by the
Company as "Approved Ineligible Holders" as described below.
Shareholders in Ineligible Jurisdictions will not receive Rights DRS Advices or Rights certificates.
Instead, they will be sent the Notice to Ineligible Holders describing how, in the Company's discretion
and subject to applicable law, they may apply to be recognized as Approved Ineligible Holders and, if
so approved, participate in the Rights Offering. Rights delivered to CDS Clearing and Depository
Services Inc. participants ("Participants") may not be forwarded by those Participants to, or exercised
on behalf of, beneficial holders resident in Ineligible Jurisdictions unless and until such holders have
been recognized by the Company as Approved Ineligible Holders and the applicable Participant has
submitted payment in full of the Subscription Price to the Subscription Agent prior to the Expiry Time.
For further details, refer to the Circular.
Use of Proceeds
The proceeds from the Rights Offering are expected to be used for payments to creditors and other
liabilities not addressed under the Company's Amended Proposal (as defined and further discussed
below), as discussed below and in the Circular, for inspection and repair of the Company's natural gas
processing equipment, and for working capital and general corporate purposes, as more fully described
in the Circular.
On November 14, 2025, the Company filed an amended proposal under the Bankruptcy and Insolvency
Act (Canada) (the "Amended Proposal") with FTI Consulting Canada Inc., in its capacity as proposal
trustee. The Amended Proposal has been approved by the requisite majority of unsecured creditors and
is subject to court approval, which is expected to be sought in late January 2026. Under the Amended
Proposal, the Company will satisfy the claims of affected creditors through the issuance of Common
Shares at a deemed price of $0.05 per Common Share (the "Shares-for-Debt Transaction"), subject
to the policies of the CSE. Accordingly, the total number of Common Shares to be issued will be equal
to the aggregate dollar amount of affected creditor claims divided by $0.05, subject to final reconciliation
of claims and court approval. The Shares-for-Debt Transaction is separate from the Rights Offering but
will result in material dilution to existing shareholders, including shareholders who participate in the
Rights Offering.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities within the United States, and such securities may not be offered or sold in the United States,
or to or for the account or benefit of any person in the United States or any "U.S. person" (as defined in
Regulation S under the U.S. Securities Act of 1933, as amended), unless registered under the U.S.
Securities Act and applicable state securities laws, or pursuant to an exemption from such registration
requirements.
201-2750 3rd Ave NE Calgary, Alberta T2A 2L5, Canada
About the Company
Avila is a company that is engaged in the business of acquiring, exploring and developing crude oil,
natural gas, and natural gas liquids in Western Canada. The Company's assets consist of the West
Central Alberta assets located 50 kilometres southwest of Edmonton, Alberta and the East Central
Alberta assets located 90 kilometres east of Red Deer, Alberta. The Company exists under the laws of
the Province of Alberta, with its principal place of business located at 201-2750 3rd Ave NE Calgary,
Alberta T2A 2L5, Canada. Avila's Common Shares trade on the CSE under the trading symbol "VIK",
the Frankfurt Stock Exchange under the symbol "6HGO" and OTC Markets Group under the symbol
"PTRVF".
ON BEHALF OF THE BOARD
Donald Benson
Director, President & CEO
Further information regarding the Company can be found on SEDAR at www.sedarplus.ca, or by
contacting the Company directly at (403) 451-2786 or by e-mail at infor@avilaenergy.com. Neither the
CSE nor its Regulation Services Provider (as that term is defined in policies of the Canadian Securities
Exchange) accepts responsibility for the adequacy or accuracy of this release.
Caution Regarding Forward-Looking Information
This news release contains statements that constitute "forward-looking information" within the meaning
of applicable Canadian securities legislation. Forward-looking information involves known and unknown
risks, uncertainties, and other factors that may cause actual results, performance, or achievements, or
industry results, to differ materially from those expressed or implied by such forward-looking information.
All statements herein, other than statements of historical fact, are forward-looking information.
Forward-looking information in this news release includes, but is not limited to, statements regarding:
the completion of the Rights Offering and the timing thereof; receipt of all necessary regulatory
approvals, including final acceptance of the CSE for the Rights Offering; the intended use of proceeds;
court approval of the Amended Proposal and the expected timing of seeking such approval; completion
of the Shares-for-Debt Transaction and CSE approval thereof; the issuance of Common Shares to
affected creditors and the deemed price and dilutive effect of the Shares-for-Debt Transaction; and
Avila's ability to continue as a going concern and execute its current business objectives.
Forward-looking information is based on a number of assumptions and estimates, including, without
limitation, assumptions regarding the general stability of the economic and political environment in which
Avila operates; the Company's ability to obtain all required approvals and consents, including court
approval of the Amended Proposal and CSE approval of the Shares-for-Debt Transaction; investor
interest and participation in the Rights Offering; Avila's ability to access capital on acceptable terms; the
Company's future growth potential and operating performance; the final reconciliation of affected creditor
claims; and that general business and economic conditions will not change materially adversely.
Although the Company considers these assumptions to be reasonable based on information currently
available to management, they may prove to be incorrect.
Actual results may differ materially from those currently anticipated due to a number of risks and
uncertainties, including, but not limited to: the potential that the Rights Offering will not be completed on
the terms described herein or at all; the risk that the Amended Proposal may not receive court approval
or may not be approved on the terms described herein; the risk that the Shares-for-Debt Transaction
may not be completed or may not receive CSE approval; the Company's inability to obtain other required
regulatory approvals; fluctuations in general market conditions and the trading price of the Common
201-2750 3rd Ave NE Calgary, Alberta T2A 2L5, Canada
Shares; dilution resulting from the Rights Offering, the Shares-for-Debt Transaction, or other future
financings; the Company's ability to continue as a going concern; the availability of financing; the final
amount of affected creditor claims and corresponding number of Common Shares to be issued; the
Company's ongoing financial difficulties and insolvency proceedings; operating and financial risks
inherent in the oil and gas industry; the condition and operability of the Company's natural gas
processing equipment; political and regulatory risks; changes in laws or regulations; and other factors
beyond the control of Avila.
Readers are cautioned that the foregoing list of risks and uncertainties is not exhaustive. Additional
information identifying risks and uncertainties that could affect the Corporation's operations and financial
results can be found in Avila's filings with Canadian securities regulators, available under the
Corporation's profile on SEDAR+ at www.sedarplus.ca.
The forward-looking information contained in this news release is made as of the date hereof, and Avila
disclaims any obligation to update or revise such information, whether as a result of new information,
future events, or otherwise, except as required by applicable law.
201-2750 3rd Ave NE Calgary, Alberta T2A 2L5, Canada
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