Divestco Announces Proposed Debt Financing
20 Abril 2018 - 4:00AM
Divestco Inc. ("
Divestco" or the
"
Company") announces that it intends to enter into
a financing arrangement for $3.15 million with a 30-month term and
an interest rate of 15% per annum (the "
Loan")
compounded monthly in arrears until maturity. The majority of the
Loan will be held by directors and other insiders of Divestco. The
proceeds of the Loan will be used to repay a $3.0 million term loan
with BC-OSB Holdings Ltd. (the "
Existing
Loan"). The closing in respect of the Loan is
expected to occur on April 23, 2018 or such later date as may be
agreed to by the parties.
The Loan will rank senior in priority to the
majority of the Company's other indebtedness, which includes
approximately $1.0 million aggregate amount of 8.00% secured
subordinated debentures and $5.175 million of shareholder loans,
details of which have been previously reported in the Company's
annual and quarterly financial filings filed under Divestco's
profile on SEDAR at www.sedar.com and on the Company's
website.
The Loan constitutes a "related party
transaction" pursuant to TSX Venture Exchange Policy 5.9 and
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101") as
Wade Brillon, Brent Gough, Stephen Popadynetz and Bruce Webster,
directors/officers/insiders of Divestco, are participating in the
provision of the Loan. The Loan is exempt from the related party
transaction requirements of MI 61-101 pursuant to sections 5.5(b)
and 5.7(f) thereof, as Divestco does not have any securities listed
on certain specified stock exchanges under MI 61-101, the Loan is
being obtained on reasonable commercial terms that are not less
advantageous to Divestco than if the Loan were to have been
obtained from an arm’s length party, the Loan will not be
convertible, directly or indirectly, into equity or voting
securities of Divestco or its subsidiaries and the Loan will not be
repayable as to principal or interest, directly or indirectly, in
equity or voting securities of Divestco or its subsidiaries.
The Loan was approved by the disinterested
member of the board of directors of Divestco and has been
conditionally approved by TSX Venture Exchange. Further details in
respect of the Loan will be provided in Divestco's financial
statements, its material change report in respect of the Loan and a
copy of the full text of the agreement setting out the particular
terms of the Loan will be filed under Divestco's profile on SEDAR
at www.sedar.com.
About the Company
Divestco is an exploration services company that
provides a comprehensive and integrated portfolio of data,
software, and services to the oil and gas industry. Through
continued commitment to align and bundle products and services to
generate value for customers, Divestco is creating an unparalleled
set of integrated solutions and unique benefits for the
marketplace. Divestco's breadth of data, software and services
offers customers the ability to access and analyze the information
required to make business decisions and to optimize their success
in the upstream oil and gas industry. Divestco is headquartered in
Calgary and trades on the TSX Venture Exchange under the symbol
"DVT". Additional information on Divestco is available on its
website at www.divestco.com and on SEDAR at www.sedar.com.
For more information please contact:
Divestco Inc. (www.divestco.com)
Mr. Stephen
Popadynetz |
Mr. Danny
Chiarastella |
CEO and President |
Chief Financial
Officer |
Tel 587-952-8152 |
Tel 587-952-8027 |
spopadynetz@divestco.com |
dchiarastella@divestco.com |
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
Forward-Looking Information and
Statements
In particular, this press release contains
forward-looking information and statements pertaining to the
following: the final terms of the Loan; the priority of the Loan in
respect of Divestco's other indebtedness; the majority of the Loan
being held by directors and other insiders of Divestco; the use of
proceeds of the Loan; the anticipated repayment of the Existing
Loan; and the anticipated closing date of the Loan. This
forward-looking information and the related statements are based
upon factors, expectations and assumptions reflected in the
forward-looking statements that are reasonable at this time but no
assurance can be given that these factors, expectations and
assumptions will prove to be correct.
The forward-looking information and statements
contained in this press release are based upon several material
factors and expectations and assumptions of Divestco including,
without limitation: the currently anticipated lenders under the
Loan will not require changes to the anticipated terms of the Loan
and will release the anticipated funds on closing; the requisite
inter-creditor agreements will be executed, delivered and performed
by the requisite parties; Divestco's status as a going concern;
that Divestco will continue to conduct its operations in a manner
consistent with past operations; future interests rates; future
availability of debt and/or equity sources to fund Divestco's
capital and operating requirements as needed on terms acceptable to
management of Divestco or at all; the ability of the Company to
complete its previously announced private placement of its Common
Shares; and the ability of the Company to complete a sale of
non-strategic assets, including but not limited to finding
appropriate potential purchasers who are willing to purchase such
assets at market prices.
The forward-looking information and statements
included in this press release are not guarantees of future
performance and should not be unduly relied upon. Such information
and statements involve known and unknown risks, uncertainties and
other factors that may cause actual results or events to differ
materially from those anticipated in such forward-looking
information and statements including, without limitation: for
reasons currently unforeseen, one or more of the anticipated
lenders under the Loan may fail to advance the amount of funds
currently anticipated; the terms of the Loan may change in a manner
less favourable to Divestco; in the event the Loan fails to replace
the Existing Loan, Divestco may be subject to penalties and/or
other obligations under the Existing Loan unfavourable to Divestco;
the closing of the Loan and the replacement of the Existing Loan
may not occur on the timeline currently anticipated or at all; even
if entered into, the Loan may not have the impact on Divestco's
financial situation as currently anticipated by Divestco;
Divestco's financial and operating results may still be negatively
impacted as a result of, among other things, general economic,
market and business conditions, increased debt levels or changes to
its debt service requirements, limited, unfavourable or no access
to debt or equity capital markets, volatility in market prices for
crude oil and natural gas, the ability of Divestco's clients to
explore for, develop and produce oil and gas; availability of
financing and capital, the ability of Divestco's customers to pay
in a timely manner, fluctuations in interest rates, demand for the
Company's product and services, the lack of a suitable purchaser
for Divestco's non-strategic assets, competitive actions by other
companies, failure to obtain regulatory approvals in a timely
manner, adverse conditions in the debt and equity markets and
government actions including changes in environment and other
regulation; and certain other risks detailed from time to time in
Divestco's public disclosure documents including, without
limitation, those risks identified in this press release. The
Loan has received the conditional approval of the TSX Venture
Exchange and Divestco must comply with certain conditions in order
for final approval to be received. There can be no certainty that
Divestco will be able to meet all of the conditions of the TSX
Venture Exchange, that the TSX Venture Exchange will not impose
further conditions prior to rendering final approval or that the
TSX Venture Exchange will provide its final approval at all. To the
extent the final approval of the TSX Venture Exchange is not
obtained, Divestco will not be able to proceed with the Loan.
The forward-looking information and statements
contained in this press release speak only as of the date of this
press release, and Divestco does not assume any obligation to
publicly update or revise them to reflect new events or
circumstances, except as may be required pursuant to applicable
laws.
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