Predator Blockchain to acquire Highwood Oil as QT
PREDATOR BLOCKCHAIN Capital Corp. entered into an amended letter of intent dated Nov. 7, 2018, with Highwood Oil Company Ltd., whereby the parties have agreed to negotiate a definitive agreement related to a proposed acquisition by Predator of all of the issued and outstanding securities of Highwood for purposes of completing a qualifying transaction. It is anticipated that upon completion of the acquisition, the resulting issuer will meet the Tier 2 listing requirements of the TSX Venture Exchange for an oil and gas issuer. As Stephen J. Holyoake is a director and shareholder of both Predator and Highwood, the acquisition constitutes a related party qualifying transaction.
Summary of acquisition
The terms of the acquisition contemplate a share consolidation of the 10 million outstanding common shares of Predator at a ratio of approximately 1:53 and the issuance of 5,744,204 postconsolidation common shares to Highwood shareholders at a deemed value of $9 per share, which implies an entity value for Highwood of approximately $51,697,836. Accordingly, if the acquisition is completed, it is expected that the resulting issuer will have approximately 5,932,883 postconsolidation common shares issued and outstanding (on a non-diluted basis).
Management of resulting issuer
Upon completion of the acquisition, the individuals indicated herein will be appointed as the officers and directors of the resulting issuer:
• Greg Macdonald — proposed chairman, president, chief executive officer and director, Calgary, Alta.
• Graydon Glans — proposed chief financial officer, Calgary, Alta.
• Kelly McDonald — proposed vice-president, exploration, Calgary, Alta.
• Stephen J Holyoake — Proposed director, Calgary, Alta.
• Trevor Wong-Chor — proposed director and secretary, Calgary, Alta. Special meeting of Predator shareholders
Predator has set Dec. 20, 2018, as the date for a special meeting of shareholders to approve the acquisition.
About Highwood Oil Company Ltd.
Highwood is a private Alberta-based oil and gas exploration and production company, which is currently focused in the Red Earth and Jarvie/Nipisi areas of Alberta. Highwood has three core business units:
• Oil resource play (Keg River at Red Earth);
• Shallow oil resource play (Clearwater at Jarvie/Nipisi);
• Oil transportation (Wabasca River pipeline at Red Earth).
Highwood’s current land base is 376 sections (277 net) or 240,640 acres (177,280 net). Included in this land position is 177 gross (89 net) sections of Clearwater rights, which will constitute Highwood’s core growth focus over the coming years.
We seek Safe Harbor.
Erika Flores condensed this news release (email@example.com).
Stephen John Holyoake, Arif Shivji, Jarvis A Williams, Trevor P Wong-Chor
(PRED) Shares: 10,000,000