Canamax Energy Ltd (TSX-V: CAC), a portfolio company of Canadian private equity firm 32 Degrees Capital, recently completed a going-private transaction. Consistent with the terms of the previously announced deal, an investor group led by U.S. private equity firm Edge Natural Resource acquired certain issued and outstanding common shares of Canamax for about $82 million. 32 Degrees, which became a shareholder in Canamax following the latter’s acquisition of Powder Mountain Energy Ltd last June, will remain invested in the company. Calgary-based Canamax is a junior oil and gas producer focused on making acquisitions of high-quality, distressed assets.
Canamax Energy Ltd. Completes Going Private Transaction
(Marketwired – January 18, 2016)
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Canamax Energy Ltd. (“Canamax“) (TSX VENTURE: CAC) is pleased to announce that Canamax and 1936003 Alberta Ltd. (“AcquisitionCo“) and Edge Natural Resources LLC, have completed the previously disclosed business combination of Canamax and AcquisitionCo pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement“). Under the terms of the Arrangement, AcquisitionCo has acquired all of the issued and outstanding common shares (the “Canamax Shares“) of Canamax, other than Canamax Shares held by certain ongoing shareholders and the 32 Degrees Diversified Energy Fund II (US) LP (the “Non-Resident Fund“), at a price of $0.67 in cash for each Canamax Share. The Canamax Shares held by the ongoing shareholders were exchanged for common shares of AcquisitionCo. The Canamax Shares held by the Non-Resident Fund were exchanged for unsecured, non-interest bearing promissory notes of AcquisitionCo. AcquisitionCo also acquired all of the issued and outstanding warrants to purchase Canamax Shares (the “Canamax Warrants“) at a price of $0.001 in cash per Canamax Warrant. AcquisitionCo has also amalgamated with Canamax under the Arrangement and will continue to carry on business under the name “Canamax Energy Ltd.”
The Canamax Shares and the Canamax Warrants are expected to be delisted from the TSX Venture Exchange within the two or three business days following the completion of the Arrangement.
Letters of Transmittal have been forwarded to registered securityholders of Canamax to be utilized in order to exchange their Canamax Shares and/or Canamax Warrants for the cash consideration payable pursuant to the Arrangement. Additional copies may be obtained by contacting Canamax or Computershare Trust Company of Canada at its telephone numbers and locations set out in the Letter of Transmittal.
AcquisitionCo will file an early warning report on SEDAR at www.sedar.com with respect to the closing of the Arrangement, which will be available from the offices of Canamax at Suite 610, 324-8th Avenue S.W., Calgary, Alberta, T2P 2Z2.
Edge Natural Resources LLC is a Dallas-based private equity firm focused on small-cap investments in the North American energy industry. Edge is currently investing through ENR Partners LP, which has approximately US$445 million in investor commitments. See www.edgenr.com for further details.
Certain information contained in this press release constitutes forward-looking information or statements including, without limitation, the expected timing of delisting of the Canamax Shares and the Canamax Warrants. By their very nature, forward looking information and statements involve inherent risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking information and statements will not be achieved. Readers are cautioned not to place undue reliance on these statements as a number of important factors could cause the actual results to vary materially from the forward-looking information or statements. Canamax does not assume responsibility for the accuracy and completeness of the forward-looking information or statements and such information and statements should not be taken as guarantees of future outcomes. Subject to applicable securities laws, Canamax does not undertake any obligation to revise these forward-looking information or statements to reflect subsequent events or circumstances. Furthermore, the forward-looking information contained in this press release is made as of the date of this document and Canamax does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. The forward-looking information and statements contained in this press release are expressly qualified by this cautionary statement.
Neither the TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information contact:
President & CEO
Chris Martin, CA
Vice President, Finance & CFO
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