Alpine Summit Energy Partners Announces Repayment of Fifth Development Partnership and Closing of Seventh Development Partnership
Nashville, Tennessee and Vancouver, British Columbia--(Newsfile Corp. - January 20, 2023) - Alpine Summit Energy Partners, Inc. (TSXV: ALPS.U) (NASDAQ: ALPS) ("Alpine Summit" or the "Company") is pleased to announce the successful repayment and reversion of its fifth development partnership ("DP5") that it formed during the second quarter of 2022, along with the concurrent closing of its seventh development partnership ("DP7").
DP5 partially funded the drilling and completion of a total of six wells and comprised a total capital program of approximately US$50.3 million, with 60% funded by external partners. As part of the completion of the DP5 program, Alpine Summit has retired liabilities of approximately US$36.8 million.
DP7 has an expanded capital program of approximately US$57.1 million, with approximately US$34.3 million of external development capital, and is expected to continue to develop assets within the Company's existing operational footprint.
Six of the DP5 partners exercised the put right provided to such partners by DP5 regarding residual interests in their associated investment and, subject to the approval of the TSX Venture Exchange (the "TSXV"), elected to sell their remaining interest in DP5 for 499,794 Class B non-voting units of HB2 Origination, LLC (which are exchangeable on a one-for-one basis for Class A Subordinate Voting Shares of the Company ("SVS")). Two of the DP5 partners (both of whom are insiders of the Company) are deemed to have exchanged their interest at a deemed value of US$5.23 per unit (which was the average closing price of the SVS on NASDAQ for the five trading days prior to January 18, 2023) and the remaining four DP5 partners exchanged their interests at a deemed value of US$5.01 per unit (which was calculated with reference to the trailing 30 day share price and the allowable discounts permitted by the policies of the TSXV), for an aggregate deemed value of approximately US$2.5 million.
The issuance of securities on exercise of the put right by the DP5 partners (the "Securities") is considered a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") because two of the six partners are insiders of the Company. Pursuant to Sections 5.5(b) and 5.7(1)(a) of MI 61-101, the Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval because the SVS are listed on the TSXV and the fair market value of such partners' participation is below 25% of the Company's market capitalization for purposes of MI 61-101.
The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws. Accordingly, the Securities may not be offered or sold within the United States, its territories or possessions, any state of the United States or the District of Columbia (collectively, the "United States") except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy any Securities within the United States.
About Alpine Summit Energy Partners, Inc.
Alpine Summit is a U.S. based company that operates and develops oil and gas assets. For additional information on the Company, please visit www.alpinesummitenergy.com.
For further information, please contact:
Alec Sheaff, Director, Business Development and Investor Relations
Darren Moulds, Chief Financial Officer
Forward-Looking Information and Statements
This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only Alpine Summit's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of Alpine Summit's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", or the negative or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein may include, but are not limited to, statements regarding: the DP7 drilling program and the issuance of units on exercise of the DP5 put right following receipt of TSXV approval.
By identifying such information and statements in this manner, Alpine Summit is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Alpine Summit to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this news release, Alpine Summit has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the impact that listing on the Nasdaq Global Market ("Nasdaq") has on relationships, including with regulatory bodies, employees, suppliers, contractors and competitors, as well as the potential for Alpine Summit to fail to meet Nasdaq's continued listing requirements; changes in general economic, business and political conditions, including changes in the financial or commodity markets; changes in applicable laws; and compliance with extensive government regulation. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Alpine Summit believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this news release are made as of the date of this news release, and Alpine Summit does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.
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