공시 • Dec 01
InPlay Oil Corp. (TSX:IPO) completed the acquisition of Prairie Storm Resources Corp. (TSXV:PSEC) from Directors and executive officers of Prairie Storm, Ingenio Global Inv. Ltd. and others.
InPlay Oil Corp. (TSX:IPO) entered into a definitive acquisition agreement to acquire Prairie Storm Resources Corp. (TSXV:PSEC) from Directors and executive officers of Prairie Storm, Ingenio Global Inv. Ltd. and others for CAD 48.1 million on September 28, 2021. Under the terms of the transaction, each holder of Prairie Storm Shares will receive 0.0524 of a common share of InPlay and CAD 0.2514 in cash for each Prairie Storm Share held. The aggregate purchase price, consisting of approximately CAD 40 million in cash and approximately 8.33 million in InPlay Shares at a deemed issuance price of CAD 1.2 per InPlay share, represents a total transaction value of approximately CAD 50 million. In addition, InPlay will assume Prairie Storm's working capital surplus (estimated to be approximately CAD 9.5 million at closing), after payment of Prairie Storm's estimated transaction costs for total net consideration of CAD 40.5 million. Approximately 5.7 million InPlay Shares representing 68% of the shares issuable to Prairie Storm pursuant to the acquisition will be subject to escrow, with 50% of the escrowed shares releasable three months from closing of the acquisition and the remaining 50% releasable six months from closing of the acquisition. The highly accretive acquisition will be funded by a combination of a CAD 10 million bought deal equity financing led by Eight Capital, available borrowings under InPlay's Senior Credit Facility and the issuance to shareholders of Prairie Storm of approximately 8.3 million common shares of InPlay. As per the article of November 10, 2021, arrangement will be funded by a combination of a CAD 11.5 million bought deal equity financing led by Eight Capital, as sole bookrunner, together with ATB Capital Markets as co-lead underwriters, available borrowings under InPlay's Senior Credit Facility, as amended. The financing was closed on October 20, 2021. InPlay has received a commitment letter from its senior lenders with respect to an increase in the aggregate available borrowing capacity of its Senior Credit Facility from CAD 65 million to CAD 85 million, subject to and conditional upon the completion of the acquisition. The Corporation will utilize the escrowed funds, together with funds available under the senior term facility, to pay for the cash portion of the purchase price for the Prairie Storm Shares pursuant to the acquisition. Upon closing of the transaction, the Prairie Storm Shares will be de-listed from the TSXV. The agreement provides for mutual noncompletion fees of CAD 2 million in the event that the Acquisition is not completed or is terminated by either party in certain circumstances.
The transaction is subject to the approval by two-thirds of the votes cast by the Prairie Storm Shareholders, the approval of the Alberta Court of Queen’s Bench, certain regulatory approvals, including the respective approvals of the TSX and the TSXV Venture Exchange (the “TSXV”), holders of not more than 10% of the issued and outstanding Prairie Storm Shares shall have validly exercised Dissent Rights and InPlay shall have completed its committed financing arrangements required to fund the cash consideration payable to Prairie Storm Shareholders. All of the directors and executive officers of Prairie Storm and certain other Prairie Storm Shareholders, collectively holding an aggregate of approximately 67.46% of the outstanding Prairie Storm Shares, have entered into support agreements with InPlay and have agreed to support the transaction and vote in favour of the transaction at the Meeting, subject to the terms and conditions of such support agreements. The Board of Prairie Storm and InPlay has unanimously approved the transaction. Closing of the Acquisition is expected to occur shortly following the meeting of Prairie Storm Shareholders. As of November 1, 2021, shareholders of Prairie Storm will hold special meeting of shareholders on November 29, 2021 to approve the transaction. As of November 29, 2021, the Court of Queen's Bench of Alberta has granted a final order approving the previously announced plan of arrangement and shareholders of Prairie approved the transaction. As of November 29, 2021, As of October 4, 2021, the transaction is expected to complete on or about November 30, 2021.
Tudor, Pickering, Holt & Co. and National Bank Financial Inc. acted as financial advisors to Prairie Storm. Scott W.N. Clarke of Blake, Cassels & Graydon LLP acted as legal advisor and proxy solicitor and National Bank Financial Inc. provided fairness opinion to Prairie Storm. ATB Capital Markets and Eight Capital acted as financial advisors to InPlay with respect to the transaction and its financing arrangements. Michael D. Sandrelli of Burnet, Duckworth & Palmer LLP acted as legal advisor to InPlay. Eight Capital Corp. provided fairness opinion to Board of Directors of InPlay. Computershare Trust Company of Canada acted as transfer agent and registrar for InPlay.
InPlay Oil Corp. (TSX:IPO) completed the acquisition of Prairie Storm Resources Corp. (TSXV:PSEC) from Directors and executive officers of Prairie Storm, Ingenio Global Inv. Ltd. and others on November 30, 2021. Prairie Storm Shares will be delisted from trading on the TSX Venture Exchange within 2 to 3 business days following the press release dated November 30, 2021.