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CALGARY, Alberta, June 22, 2021 (GLOBE NEWSWIRE) — Bellatrix Exploration Ltd. (“Bellatrix” or the “Firm”) declares a transaction (the “Transaction”) pursuant to which 1184262 B.C. Ltd. (the “Purchaser”), an affiliate of Hillcore Group Ltd. (“Hillcore”), will purchase 33,433,255 new frequent shares issued by Bellatrix (the “Bought Shares”), which might symbolize roughly 45% of the mixture issued and excellent frequent shares of Bellatrix upon implementation of the Transaction. The Transaction was authorized at this time by the Courtroom of Queen’s Bench of Alberta (the “Courtroom”) pursuant to an Approval and Vesting Order (the “Courtroom Order”) within the Firm’s proceedings beneath the Corporations’ Collectors Association Act (the “CCAA”), and stays topic to sure remaining situations.
In reference to the Transaction, Bellatrix has entered right into a subscription settlement dated as of June 8, 2021 (the “Subscription Settlement”) with the Purchaser and 2350810 Alberta Ltd. (“Newco”), a wholly-owned subsidiary of Bellatrix. Pursuant to the Transaction: (i) the Purchaser will mortgage $2,499,000 to Bellatrix (the “Mortgage”), and Bellatrix will problem a promissory observe to the Purchaser in respect thereof (the “Promissory Observe”); (ii) sure belongings (together with, with out limitation, all current money, the proceeds of the Mortgage and the subscription proceeds in respect of the Bought Shares), and all current liabilities of Bellatrix (aside from the obligations beneath the Promissory Observe) will likely be transferred and novated to Newco, (iii) the Purchaser will subscribe for the Bought Shares for $1,000, (iv) all fairness pursuits current instantly previous to the closing time of the Transaction, aside from the issued and excellent frequent shares of Bellatrix, will likely be cancelled for no consideration or claims therefor, and (v) any administrators of Bellatrix instantly previous to the closing time of the Transaction will likely be deemed to resign, and two new administrators will likely be, and will likely be deemed to be, appointed as administrators of Bellatrix.
The Transaction is the results of the Bellatrix’s efforts to maximise further worth for the advantage of its stakeholders, following the sale transaction accomplished by Bellatrix in June 2020 pursuant to its CCAA proceedings. The Firm, with the help of its advisors, reviewed the potential transaction choices and options obtainable to Bellatrix, and decided that the Transaction represents the perfect obtainable different within the circumstances.
Topic to acquiring relevant regulatory approvals and/or an additional Courtroom order in respect of the switch of sure regulatory licenses, and associated belongings and obligations in respect thereof (collectively, the “License Transfers”), and the satisfaction or waiver of the opposite situations to the Transaction, the Firm expects to implement the Transaction in July 2021.
Aside from with respect to the License Transfers, the Courtroom Order is the one authorization required by Bellatrix or Newco to proceed with the Transaction. The Courtroom Order gives that no director or shareholder approval shall be required and no authorization, approval or different motion by or discover to or submitting with any governmental authority or regulatory physique exercising jurisdiction in respect of Bellatrix is required for the due execution, supply and efficiency by Bellatrix and by Newco of the Subscription Settlement and the completion of the Transaction. With out limiting the foregoing, pursuant to the Courtroom Order, the Transaction shall not be topic to, and Bellatrix shall not be required to adjust to the necessities of Nationwide Coverage 11-207 – Failure-to-File Stop Commerce Orders or the stop commerce order issued by the Government Director of the Alberta Securities Fee in respect of Bellatrix dated July 22, 2020 (the “CTO”) in reference to implementing the transaction steps contemplated as a part of the Transaction; nonetheless, the CTO shall stay in impact after the Transaction is absolutely carried out.
The Courtroom Order additionally gives for releases in favour of (i) the current and former administrators, officers, staff, authorized counsel and advisors of Bellatrix and Newco (or both of them), and (ii) the Monitor and its authorized counsel, in respect of any claims referring to any act or omission, transaction, dealing or different prevalence in reference to the Transaction or accomplished pursuant to the Courtroom Order, aside from these claims that aren’t permitted to be launched pursuant to part 5.1(2) of the CCAA.
Supplies publicly filed within the CCAA proceedings are made obtainable on the web site of PricewaterhouseCoopers Inc., the Courtroom-appointed monitor within the CCAA proceedings, at https://www.pwc.com/ca/bellatrix.
Goodmans LLP is appearing as authorized counsel to Bellatrix in reference to the Transaction and the CCAA proceedings.
FORWARD LOOKING STATEMENTS: Sure info contained on this press launch might include ahead wanting statements inside the which means of relevant securities legal guidelines. Using any of the phrases “proceed”, “plan”, “intend”, “discover”, “suggest”, “would”, “will”, “consider”, “count on”, “place”, “anticipate”, “enhance”, “improve”, “topic to”, “conditional” and different variations and comparable expressions are meant to establish forward-looking statements. Extra significantly and with out limitation, this information launch comprises forward-looking statements regarding: the Transaction and the phrases thereof; situations to finishing the Transaction, together with the License Transfers, implementation of the Transaction and the timing thereof.
Ahead-looking statements essentially contain and are topic to assumptions and identified and unknown dangers, uncertainties and different elements (lots of that are past the management of Bellatrix) which can trigger precise occasions, outcomes, efficiency or penalties to be materially totally different from these which are or perhaps expressed or implied by forward-looking info and statements on this press launch. These embrace, with out limitation, the dangers related to the flexibility of the Firm, Newco and/or the Purchaser to well timed fulfill situations and implement the Transaction based mostly on the at present contemplated phrases, together with issues referring to the CCAA proceedings; the flexibility of the Firm and/or the Purchaser to acquire all vital approvals in an effort to full the Transaction, together with in reference to the CCAA proceedings; whether or not the Firm will obtain the consideration and different advantages anticipated to be obtained or realized from the Transaction; the tax therapy of the Firm and the materiality of any authorized and regulatory proceedings; the overall financial, monetary, market and political situations impacting the business and markets during which the Firm operates; the impression of the COVID-19 pandemic.
Though the Firm believes that the expectations mirrored in such ahead wanting statements or info are affordable, undue reliance shouldn’t be positioned on ahead wanting statements as a result of the Firm can provide no assurance that such expectations will show to be appropriate.
The ahead wanting statements contained herein are made as on the date hereof and Bellatrix disclaims any intention or obligation to replace publicly or to revise any of the included ahead wanting statements, or to replace the explanations that precise occasions or outcomes may or do differ from these which are or could also be expressed or implied by forward-looking info and statements on this press launch, in every case whether or not because of new info, future occasions or outcomes, the CCAA proceedings or in any other case, besides as could also be required by relevant securities legal guidelines.
For additional info, please contact: Bellatrix Exploration Ltd. 1920, 800 – fifth Avenue SW Calgary, Alberta, Canada T2P 3T6 Cellphone: (403) 266-8670 Fax: (403) 264-8163 www.bxe.com