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Perhaps there is some new life to be breathed in here?Not sure anyone still has any of this wallpaper? I regret that I still have way too much - but I have always been fascinated by the fact that the company has always managed to limp along in spite of nothing working for them - and now maybe "something" may happen to wake this up - albeit at some likely huge dilution and something like a 20:1 (or even a 100:1?) share consolidation. Who would have imagined from the perspective of the late 90's and early 2000's that Canada would have made LNG exports out of the Prince Rupert area such a contentious and uneconomic proposition? Maybe something will finally happen - however it would seem that Ascot will have the better chance of making gravel sales from Swamp Point a reality? Highbank shot their wad the last time only to see everything collapse. I note they have been halted since August 10th while waiting to seal the deal on this rearrangement. I hope that the Nisku wells in Montana are a worthwhile and potentially profitable business. (If they cannot work at $80-90 per bbl oil - they have a big problem!) However if this works - maybe the profits will allow Swamp Point to be developed - or perhaps at least held until the value of that resource can be actualised through a sale to Ascot or ??? I just hope that the new venture allows at least a little liquidity - and who knows - even some potential upside at last? Way to go Jim! (Place) HIGHBANK UPDATES SHAREHOLDERS ON RECENTLY ANNOUNCED LETTER OF INTENT TO MERGE WITH INTEGROUS ENERGY PARTNERS LLC
Vancouver, B.C. – September 30, 2021 - Highbank Resources Ltd, (TSX.V:HBK), (“Highbank” or the “Company”), updates shareholders of the change of business as announced August 10, 2021. As previously disclosed, the Company has executed a non-binding letter of intent (LOI) with Integrous Energy Partners LLC, a private limited liability company formed in the State of Texas (“Integrous”) dated August 5, 2021, which sets for the general terms and conditions which allows the Company to acquire certain Petroleum and Natural Gas Rights that will result in Change of business pursuant to Policy 5.2 – Change of Business and Reverse Takeovers of the TSXV Exchange (the “Exchange”). Change of Business, Change of Control and Consolidation Subject to the conditions set forth in the LOI, the Company and Integrous are working through language for an executable Definitive Agreement of purchase and sale. Integrous assets, specifically the Nisku conventional oil project, part of the prolific Williston basin located in Roosevelt County, Montana. The project has existing production wells and drill ready targets in the Nisku formation with additional potential "stacked" zones throughout the area. Upon the completion of the change of business transaction and change of control (the “Proposed Transaction”) Highbank will change its name and trading symbol, such name to be determined, (the “Resulting Issuer”) and the Resulting Issuer will be a Tier 2 Mining and Gas issuer. As consideration for the acquisition, the Resulting Issuer will issue Resulting Issuer Shares to Integrous, such that at closing, the former equity holders of Highbank would own 15% of the Resulting Issuer, with the former equity holders of Integrous owning the remaining 85%. Highbank (Assets & Liabilities) will become a wholly owned subsidiary of the Resulting Issuer. The Company will present to the shareholders a resolution to ‘Consolidate’ its common shares. The exact number, at this time, has not been determined. Financing Concurrent with the closing of the Proposed Transaction, the Company will complete an equity financing of Resulting Issuer Shares The Company intends to apply for a waiver to the sponsorship requirement under Section 3.4(a) (iii) of Exchange Policy 2.2 – Sponsorship and Sponsorship Requirements. There is no assurance that such a waiver will be granted. Board of Directors and Management The board of the Company will remain the board of directors for the Resulting Issuer. On completion of the Proposed Transaction, it is anticipated that Benjamin Jacobson III will be appointed President and CEO of the Resulting Issuer. The following are summaries of those individuals considered Insiders of the Resulting Issuer. The summaries include each individual’s expected positions with the Resulting Issuer and relevant work and educational backgrounds: Benjamin Jacobson III – Interim Chief Executive Officer is the Co-founder and Managing Director of Integrous Capital Partners, LLC. Prior to forming Integrous, Ben spent 8 years managing various funds, investing, and consulting oil field service companies on financial structuring and M&A transactions. Ben spent over a decade as a Specialist and a Member of the New York Stock Exchange as a partner of Benjamin Jacobson & Sons and subsequently Vice President of Goldman Sachs after Goldman’s purchase of his family firm in 2001. He directed the trading operations and risk management activities while serving a clientele of major global corporations. Ben holds a Bachelor of Arts degree in communications from the University of Denver. He resides in Austin, Texas. Richard M. D’Angelo - COO and Director - Rick was the lead partner and managed the Huff Energy Fund, a private equity fund invested in the Energy Sector, which made initial investments in early developmental plays. He was a partner and lead energy analyst (buy-side) for over 17 years at Huff Asset Management, where he followed over 35 small-cap and mid-cap public companies in the energy space. Rick started his career with Amoco Production Company, where he worked for 14 years initially as a geophysicist in domestic and overseas locations, and also as an economic analyst in the Portfolio Analysis and Planning team of the Worldwide Exploration Business Group, where he earned a Chairman’s Award in 1998. Rick graduated from Princeton University with an AB in Geology, from Virginia Tech with an MS in geophysics, and from the University of Houston with an MBA. Carlo Limchuatuan - CFO/CPA – Carlo has over 25 years of experience in accounting & finance, mergers & acquisitions, divestitures, capital raising, structuring and operations primarily in the upstream, midstream, oilfield service, and other energy-related industry sectors. Recently, Carlo served as the CFO for a group of privately held, energy related operating companies, helping them grow approximately 500% in annual revenue during his tenure. Carlo has also held positions of Senior VP with Wunderlich Securities, Inc., VP with Pritchard Capital Partners, LLC, in their energy investment banking practices and the International Acquisitions & Dispositions group at Marathon Oil Company. Carlo began his career at PricewaterhouseCoopers LLP in their Transaction Services Practice. In addition, he spent almost 10 years in public accounting, for local and international firms, performing tax, assurance, advisory, and consulting services. Carlo graduated with Honors from Houston Baptist University with a bachelor’s degree in Business Administration and Accounting and is a Certified Public Accountant (Texas). James H. Place – Director since April 8, 2013; Mr. Place received a Bachelor of Science degree in Physical Geography and Resource Management from the University of Victoria, B.C.-Canada in 1983 and has been a professional Geoscientist (BC) since 1992. Mr. Place has more than 30 years of experience in the base and precious metals sector, as well as industrial minerals and aggregate mining, heavy construction, and engineering fields. He has worked on all phases of mineral projects from exploration and permitting through to testing development, marketing, production, and reclamation, primarily in western North America. He has held management and director positions with several public, engineering and environmental consulting companies. William J. Loucks – Director since August 11, 2014; received his Bachelor of Science degree from the University of Guelph in 1978. He qualified as a Chartered Accountant in 1981, and joined Collins Barrow CK, LLP in 1989. He was a Managing Partner of the Chatham-Kent, Ontario-Canada practice until his retirement on December 31, 2017. During his term with Collins Barrow he provided audit, accounting, tax and consulting services. Shareholder Approval The Proposed Transaction is an Arm’s Length Transaction pursuant to the policies of the Exchange. Prior to completion of the Proposed Transaction, the Company will hold a meeting of shareholders where they will be asked to approve the Change of Business, Change of Control as well as the Name Change. Trading Halt As required by the policies of the Exchange, trading in the common shares of the Company has been halted. The trading halt will remain in place until the requirements set forth in Exchange Policy 5.2 have been met but may not resume until either the termination or completion of the Proposed Transaction. Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative. ON BEHALF OF THE BOARD OF DIRECTORS "James H. Place" James H. Place, CEO/President Highbank Resources Ltd. Ph. #604-928-6358 An earlier notice.
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Msg # | Subject | Author | Recs | Date Posted |
462 | Re: Perhaps there is some new life to be breathed in here? | grayoldtree | 1 | 10/16/2021 2:17:35 PM |