/NOT FOR DISSEMINATION IN THE U.S. OR THROUGH
U.S. NEWSWIRES/
CALGARY,
AB, April 25, 2024 /CNW/ - Highwood Asset
Management Ltd. ("Highwood" or the "Company") (TSXV:
HAM) is pleased to announce the acquisition ("Acquisition")
by Libra Advisors, LLC ("Libra") of 1,500,000 common shares
("Shares") in the capital of Highwood ("Acquired
Shares"), previously held by West Lake Energy Corp. ("West
Lake").
West Lake originally acquired the Acquired Shares from Highwood
on August 3, 2023 as partial
consideration for the acquisition by Highwood of all of the issued
and outstanding shares in Boulder Energy Ltd., a wholly-owned
subsidiary of West Lake at such time.
As a result of the Acquisition and together with the securities
previously held, Libra, on behalf of the portfolios of investment
funds managed by it, now exercises control or direction over
1,617,934 Shares (inclusive of the Acquired Shares) and 166,667
Share purchase warrants ("Warrants"), representing
approximately 10.7% of the issued and outstanding Shares at
April 25, 2024 (or approximately
11.7% on a partially diluted basis, assuming conversion of
Warrants).
Joel MacLeod, Executive Chairman
of Highwood commented, "We are honored to have Libra increase their
ownership as a strategic institutional investor in Highwood at the
early stages of our growth plan. Our growth plan will include a
balance of organic development and / or other strategic M&A
while using prudent leverage to provide a significant return of
capital to all shareholders over the long-term."
The Company understands that Libra acquired the Acquired Shares
for investment purposes and may, from time to time, acquire
additional securities of Highwood or dispose of such securities as
they may deem appropriate.
In connection with the Acquisition, the board nomination
agreement between the Company and West Lake terminated in
accordance with its terms. In connection therewith, Mr.
Garrett Ulmer has announced he will
not stand for re-election as a director at Highwood's annual and
special meeting of shareholders scheduled for May 30, 2024. "We thank Garrett for his service
and we wish him all the best in his future endeavors", commented
Joel MacLeod, Executive Chairman of
Highwood.
Neither 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 release.
Cautionary Note Regarding Forward-Looking Information
This news release contains certain statements and
information, including forward-looking statements within the
meaning of the "safe harbor" provisions of applicable securities
laws, and which are collectively referred to herein as
"forward-looking statements". The forward-looking statements
contained in this news release are based on Highwood's current
expectations, estimates, projections and assumptions in light of
its experience and its perception of historical trends. When used
in this news release, the words "seek", "anticipate",
"plan", "continue", "estimate", "expect", "may", "will", "project",
"predict", "potential", "targeting", "intend", "could",
"might", "should", "believe" and similar expressions, as they
relate to Highwood or the Acquisitions, are intended to identify
forward-looking statements. These 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 statements. Actual operational
and financial results may differ materially from Highwood's
expectations contained in the forward-looking statements as a
result of various factors, many of which are beyond the control of
the Company.
Undue reliance should not be placed on these forward-looking
statements, as there can be no assurance that the plans, intentions
or expectations upon which they are based will occur. By its
nature, forward-looking information involves numerous assumptions,
known and unknown risks and uncertainties, both general and
specific, that contribute to the possibility that the predictions,
forecasts, projections and other forward-looking statements will
not occur and may cause actual results or events to differ
materially from those anticipated in such forward-looking
statements. Forward-looking statements may include, but are not
limited to, statements with respect to:
- the Company's expectations with respect to Libra's purpose
for acquiring the Acquired Shares;
- the Company's expectations with respect to future
operational results;
- the quantity of the Company's oil and natural gas reserves
and anticipated future cash flows from such reserves;
- the Company's estimates of its drilling locations inventory,
tax pools, non-capital losses;
- anticipated financial results of the Company;
- the Company's expectations regarding capacity of
infrastructure associated with its business;
- the Company's expectations regarding commodity prices and
costs;
- the Company's expectations regarding supply and demand for
oil and natural gas;
- expectations regarding the Company's ability to raise
capital and to continually add to reserves through acquisitions and
development;
- treatment under governmental regulatory regimes and tax
laws;
- fluctuations in depletion, depreciation, and accretion
rates;
- expected changes in regulatory regimes in respect of royalty
curves and regulatory improvements and the effects of such changes;
and
- Highwood's business and acquisition strategy, the criteria
to be considered in connection therewith and the benefits to be
derived therefrom.
These forward-looking statements are not guarantees of future
performance and are subject to a number of known and unknown risks
and uncertainties that could cause actual events or results to
differ materially, including, but not limited to:
- operational risks and liabilities inherent in oil and
natural gas operations;
- the accuracy of oil and gas reserves estimates and estimated
production levels as they are affected by exploration and
development drilling and estimated decline rates;
- the uncertainties in regard to the timing of Highwood's
exploration and development program;
- failure to realize the anticipated benefits of acquisitions,
including corresponding results and/or synergies;
- unexpected costs or liabilities related to
acquisitions;
- volatility in market prices for oil and natural
gas;
- adverse general economic, political and market
conditions;
- incorrect assessments of the value of benefits to be
obtained from acquisitions and exploration and development
programs;
- unforeseen difficulties in integrating assets acquired
through acquisitions into the Company's operations;
- changes in royalty regimes;
- competition for, among other things, capital, acquisitions
of reserves, undeveloped lands and skilled personnel;
- that the Company's ability to maintain strong business
relationships with its suppliers, service providers and other third
parties will be maintained;
- geological, technical, drilling and processing
problems;
- fluctuations in foreign exchange or interest rates and stock
market volatility;
- liquidity;
- fluctuations in the costs of borrowing;
- political or economic developments;
- uncertainty related to geopolitical conflict;
- ability to obtain regulatory approvals; and
- the results of litigation or regulatory proceedings that may
be brought against the Company; and
- changes in income tax laws or changes in tax laws and
incentive programs relating to the oil and gas industry.
There are numerous uncertainties inherent in estimating
quantities of oil and natural gas and the future cash flows
attributed to such reserves. The reserves and associated cash flow
information set forth herein are estimates only. In general,
estimates of economically recoverable oil and natural gas and the
future net cash flows therefrom are based upon a number of variable
factors and assumptions, such as historical production from the
properties, production rates, ultimate reserves and resources
recovery, timing and amount of capital investments, marketability
of oil and natural gas, royalty rates, the assumed effects of
regulation by governmental agencies and future operating costs, all
of which may vary materially. For these reasons, estimates of the
economically recoverable oil and natural gas attributable to any
particular group of properties, classification of such reserves
based on risk of recovery and estimates of future net revenues
associated with reserves prepared by different evaluators, or by
the same evaluators at different times, may vary. The actual
production, revenues, taxes and development and operating
expenditures of the Company with respect to its reserves will vary
from estimates thereof and such variations could be material. This
news release contains future-oriented financial information and
financial outlook information (collectively, "FOFI") about
the Company's prospective Adjusted EBITDA, Free Cash Flow, Net
Debt, all of which are subject to the same assumptions, risk
factors, limitations, and qualifications as set forth in the above
paragraphs. FOFI contained in this news release was made as of the
date of this news release and was provided for the purpose of
describing the anticipated effects of the Company's anticipated
operational results on the Company's business operations.
Highwood's actual results, performance or achievement could differ
materially from those expressed in, or implied by, such FOFI. The
Company disclaims any intention or obligation to update or revise
any FOFI contained in this news release, whether as a result of new
information, future events or otherwise, unless required pursuant
to applicable law. Readers are cautioned that the FOFI contained in
this news release should not be used for purposes other than for
which it is disclosed herein.
With respect to forward-looking statements contained in this
news release, the Company has made assumptions regarding, among
other things: the Company's future operational results, including,
but not limited to, estimated or anticipated production levels,
exit rates, decline rates, recycle ratios, netbacks, capital
expenditures and sources of funding thereof, drilling plans and
other information discussed in this news release; that commodity
prices will be consistent with the current forecasts of its
engineers; field netbacks; the accuracy of reserves estimates;
costs to drill, complete and tie-in wells; ultimate recovery of
reserves; that royalty regimes will not be subject to material
modification; that the Company will be able to obtain skilled
labour and other industry services at reasonable rates; the
performance of assets and equipment; that the timing and amount of
capital expenditures and the benefits therefrom will be consistent
with the Company's expectations; the impact of increasing
competition; that the conditions in general economic and financial
markets will not vary materially; that the Company will be able to
access capital, including debt, on acceptable terms; that drilling,
completion and other equipment will be available on acceptable
terms; that government regulations and laws will not change
materially; that royalty rates will not change in any material
respect; and that future operating costs will be consistent with
the Company's expectations.
Although Highwood believes the expectations and material
factors and assumptions reflected in these forward-looking
statements are reasonable as of the date hereof, there can be no
assurance that these expectations, factors and assumptions will
prove to be correct.
Readers are cautioned not to place undue reliance on such
forward-looking statements, as there can be no assurance that the
plans, intentions or expectations upon which they are based will
occur and the predictions, forecasts, projections and other
forward-looking statements may not occur, which may cause
Highwood's actual performance and financial results in future
periods to differ materially from any estimates or projections of
future performance or results expressed or implied by this news
release.
A more complete discussion of the risks and uncertainties
facing Highwood is disclosed in Highwood's continuous disclosure
filings with Canadian securities regulatory authorities available
on SEDAR+ at www.sedarplus.ca. All forward-looking information
herein is qualified in its entirety by this cautionary statement,
and Highwood disclaims any obligation to revise or update any such
forward-looking information or to publicly announce the result of
any revisions to any of the forward-looking information contained
herein to reflect future results, events, or developments, except
as required by law.
All dollar figures included herein are presented in
Canadian dollars, unless otherwise noted.
SOURCE HIGHWOOD ASSET MANAGEMENT LTD.
