Trib­ute Re­sources to sell all oil, nat­u­ral gas as­sets

Stockwatch Daily - - INDUSTRIALS & MATERIALS - Ms. Jane Lowrie re­ports

TRIB­UTE RE­SOURCES Inc. has com­pleted agree­ments in prin­ci­ple to sell all of its oil and nat­u­ral gas pro­duc t i on and nat­u­ral gas stor­age as­sets. The sale of th­ese as­sets will be com­pleted by three sep­a­rate trans­ac­tions, each of which is de­scribed herein.

Firstly, Trib­ute will sell all of the oil and nat­u­ral gas as­sets di­rectly held by Trib­ute (in­clud­ing the for­mer Mag­num as­sets) to ON-En­ergy Corp., a re­lated party (trans­ac­tion No. 1). Se­condly, Trib­ute will sell its 100-per-cent in­ter­est in Lib­erty Oil & Gas Ltd. to Clear­beach Re­sources Inc. and Budd En­ergy Inc., both re­lated par­ties to Trib­ute (trans­ac­tion No. 2). Thirdly, Trib­ute will sell the shares of Bay­field Re­sources Inc., a wholly owned sub­sidiary of the com pany which hol ds both the Bay­field and Stan­ley On­tario En­ergy Board-des­ig­nated nat­u­ral gas stor­age pools and all re­lated rights thereto to, an arm’s-length pur­chaser (trans­ac­tion No. 3).

The sale of th­ese as­sets will en­able Trib­ute to fo­cus on its re­new­able en­ergy projects within the tidal and marine sec­tor and will pro­vide work­ing cap­i­tal to con­tinue with th­ese de­vel­op­ment ini­tia­tives. The sales will also en­able Trib­ute to ac­cess ad­di­tional fi­nanc­ing for its re­new­able en­ergy projects that can only be sourced af­ter the non-re­new­able as­sets have been di­vested.

A sum­mary of the above-men­tioned trans­ac­tions fol­lows. Trans­ac­tion No. 1

The as­sets sold to ON in­clude proven es­ti­mated oil re­serves of 4,960 bar­rels and nat­u­ral gas re­serves of 896 mil­lion cu­bic feet with cur­rent pro­duc­tion of 58 bar­rels of oil equiv­a­lent per day from 64 wells. The pur­chase price is $1,383,000. The pur­chase price will be paid by: (1) the as­sump­tion by ON of Trib­ute payables in the amount of $441,637 re­lated to the pur­chased as­sets; (2) the par­tial as­sump­tion of the Pace Sav­ings & Credit Union Ltd. short-term lines of credit of $925,000 on sub­stan­tially the same terms; and (3) cash of $16,363.

The par­ties in­tend to close the trans­ac­tion im­me­di­ately upon re­ceipt of fi­nal ac­cep­tance from the TSX Ven­ture Ex­change.

Sale of 100 per cent of the shares of Lib­erty to Clear­beach and Budd — trans­ac­tion No. 2

Trib­ute will be sell­ing all 7,707,945 is­sued and out­stand­ing com­mon shares of Lib­erty to Clear­beach and Budd as the pur­chasers. The sale price is $897,388. The sale price will be paid by: (1) the as­sump­tion by the pur­chasers of Trib­ute debt in the amount of $307,471; (2) the as­sump­tion of Trib­ute debt ow­ing to the pur­chasers in the amount of $300,000; and (3) cash of $287,917. The Pace term debt in the ap­prox­i­mate amount of $870,000 is a li­a­bil­ity of Lib­erty and will re­main with Lib­erty.

The par­ties in­tend to close the trans­ac­tion im­me­di­ately upon re­ceipt of fi­nal ac­cep­tance from the TSX-V.

At the com­ple­tion of the two trans­ac­tions shown above, all Trib­ute se­cu­rity will be re­leased from Pace as the debt is trans­ferred to ON and Lib­erty.

The sale of as­sets to ON and the sale of shares of Lib­erty to Clear­beach and Budd, as con­tem­plated herein by trans­ac­tion No. 1 and trans­ac­tion No. 2, are con­sid­ered to be re­lated party trans­ac­tions. Both trans­ac­tions re­quire dis­in­ter­ested share­holder ap­proval, and Trib­ute in­tends to ob­tain this ap­proval by way of writ­ten con­sent. Trans­ac­tion No. 3 Trib­ute will be sell­ing all 100 is­sued and out­stand­ing com­mon shares of Bay­field Re­sources, a wholly owned sub­sidiary of Trib­ute, to an arm’s-length pur­chaser. The sale price is $1-mil­lion with an ef­fec­tive date of Aug. 31, 2017. The pur­chase price will be paid by: (1) the as­sump­tion by the pur­chaser of Bay­field debt to Trib­ute the amount of $996,000; (2) cash of $4,000 paid di­rectly to Trib­ute.

Ac­qui­si­tion of To­cardo In­ter­na­tional BV

Fur­ther to Trib­ute’s press re­lease dated Aug. 3, 2017, the pro­posed ac­qui­si­tion of To­cardo is sub­ject to a num­ber of con­di­tions, in­clud­ing, with­out lim­i­ta­tion: (i) the ex­e­cu­tion of a pur­chase and sale agree­ment between Trib­ute and all of the share­hold­ers of To­cardo, which is cur­rently be­ing ne­go­ti­ated by Trib­ute and To­cardo; (ii) the dis­po­si­tion of its oil and gas as­sets such that Trib­ute will con­tinue with a sole fo­cus on the re­new­able en­ergy in­dus­try; and (iii) fi­nal ap­proval from the TSX-V. The com­ple­tion of trans­ac­tion Nos. 1, 2 and 3 will re­move the non-re­new­able as­sets so that Trib­ute can move to­ward com­plet­ing the pro­posed ac­qui­si­tion of To­cardo once the de­fin­i­tive agree­ment is fully ne­go­ti­ated and com­pleted. Trib­ute will pro­vide an up­date as soon as a defin­tive agree­ment has been en­tered into.

We seek Safe Har­bor.

Karen Bax­ter con­densed this news re­lease (karenb@stock­watch.com).

James Jef­frey Crich, Jane El­iz­a­beth Lowrie, Jack Theodorus Schoen­mak­ers, Larry M Smith, Hans van Breugel

(TRB) Shares: 90,262,673

Newspapers in English

Newspapers from Canada

© PressReader. All rights reserved.