Razor Energy Corp. (together with its wholly-owned subsidiaries,
Blade Energy Services Corp., Razor Royalties Limited Partnership,
and Razor Holdings GP Corp., collectively, the
“
Corporation”) have each filed a Notice of
Intention to Make a Proposal (the “
Notice of
Intention”) under the provisions of the Bankruptcy and
Insolvency Act (Canada) (the “
BIA”). Pursuant to
the Notice of Intention, FTI Consulting Canada Inc. has been
appointed as the proposal trustee in the Corporation's proposal
proceedings and will assist the Corporation in its restructuring
efforts. McCarthy Tétrault LLP is providing legal counsel to the
Corporation.
The decision to file the Notice of Intention was
made by the board in view of the effects of the ongoing dispute
with the operator of the Judy Creek Gas Plant and the accompanying
significant negative impact on the Corporation due to the
Corporation having to shut in approximately 1,100 boepd production,
together with other ongoing challenges within its business.
While subject to the Notice of Intention
proceedings, the Corporation will continue with its efforts to
pursue strategic alternatives. To this end, the Corporation has
engaged Peters & Co. Limited to undertake a process to solicit
bids in connection with a transaction or series of transactions
that may include a sale or sales of the Corporation’s property,
assets and undertaking, a financing or refinancing which may
include an accompanying restructuring of the Corporation’s
financial and contractual obligations, or a combination of any of
the foregoing. Further details of the strategic alternatives
process will be communicated in the near future.
A Notice of Intention is the first stage of a
restructuring process under the BIA, which permits the Corporation
to pursue a restructuring of its affairs. The filing of the Notice
of Intention has the effect of imposing an automatic stay of
proceedings ("Stay") that will protect the
Corporation and its assets from claims and enforcement proceedings
of creditors and contractual counterparties. During the Stay,
subject to certain exceptions as set out in the BIA, no creditor
has any remedy against the Corporation or its property and no
person may terminate or amend any agreement, including a security
agreement, or claim an accelerated payment, or a forfeiture of the
term, under any agreement, including a security agreement, by
reason only that the Corporation is insolvent or that the Notice of
Intention has been filed. The initial Stay period is 30 days and
may be extended by court order. There can be no assurance that the
current process will result in a transaction or, if a transaction
is undertaken, that it will be successfully concluded in a timely
manner, or at all.
Due to the above-mentioned filing of the Notice
of Intention, the Corporation expects the TSX Venture Exchange (the
"TSX-V") will suspend the trading of Razor’s
common shares (the "Razor Shares") until such a
time as the Corporation is in compliance with the TSX-V continued
listing requirements (the "Continued Listing
Requirements"). There is no certainty as to timing or
likelihood that the Razor Shares will recommence trading on the
TSX-V, and the Razor Shares could be transferred to the NEX Board,
a subsidiary board of the TSX-V, if the Continued Listing
Requirements are not met.
For additional information please
contact:
Doug Bailey |
Kevin Braun |
President and Chief Executive Officer |
Chief Financial Officer |
Razor Energy Corp |
Razor Energy Corp |
|
Razor Energy Corp800, 500-5th Ave SWCalgary, Alberta T2P
3L5Telephone: (403) 262-0242 |
|
READER ADVISORIES
FORWARD-LOOKING STATEMENTS:
This press release contains certain statements that may be deemed
to be forward-looking statements. Such statements relate to
possible future events, including, but not limited to, the ongoing
status of the Company’s listing on the TSX-V or NEX Board, the
trading of Razor’s common shares, the length of the Stay, the
review of strategic alternatives and the results of such review,
and the Notice of Intention proceedings. All statements other than
statements of historical fact may be forward-looking statements.
Forward-looking statements are often, but not always, identified by
the use of words such as “anticipate”, “believe”, "expect", “plan”,
“estimate”, “potential”, “will”, “should”, “continue”, “may”,
“objective” and similar expressions. The forward-looking statements
are based on certain key expectations and assumptions made by
Razor, including but not limited to expectations and assumptions
concerning the availability of capital, the timely performance by
third-parties of contractual obligations, the success of future
drilling and development activities, the performance of existing
wells, general economic conditions, availability of required
equipment and services, prevailing commodity prices, price
volatility, price differentials and the actual prices received for
Razor's products. Although Razor believes that the expectations and
assumptions on which the forward-looking statements are based are
reasonable, undue reliance should not be placed on the
forward-looking statements because Razor can give no assurance that
they will prove to be correct. Since forward-looking statements
address future events and conditions, by their very nature they
involve inherent risks and uncertainties. Actual results could
differ materially from those currently anticipated due to a number
of factors and risks. These include, but are not limited to, risks
associated with the inability to process and market its products
and the ability to fund operations or continue as a going concern
as a result, risks associated with the oil and gas industry and
geothermal electricity projects in general (e.g., operational risks
in development, exploration and production); delays or changes in
plans with respect to exploration or development projects or
capital expenditures; variability in geothermal resources; the
uncertainty of reserve estimates; the uncertainty of estimates and
projections relating to production, costs and expenses, and health,
safety and environmental risks, electricity and commodity price and
exchange rate fluctuations, changes in legislation affecting the
oil and gas and geothermal industries and uncertainties resulting
from potential delays or changes in plans with respect to
exploration or development projects or capital expenditures. In
addition, Razor cautions that COVID-19 or other global pandemics
may have a material adverse effect on global economic activity and
worldwide demand for certain commodities, including crude oil,
natural gas and NGL, and may continue to result in volatility and
disruption to global supply chains, operations, mobility of people
and the financial markets, which could continue to affect commodity
prices, interest rates, credit ratings, credit risk, inflation,
business, financial conditions, results of operations and other
factors relevant to Razor. The duration of the current commodity
price volatility is uncertain. Please also refer to the risk
factors identified in the most recent annual information form and
management discussion and analysis of Razor which are available on
SEDAR+ at www.sedarplus.ca. The forward-looking statements
contained in this press release are made as of the date hereof and
Razor undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by
applicable securities laws.
BARRELS OF OIL EQUIVALENT The
term "boe" or barrels of oil equivalent may be misleading,
particularly if used in isolation. A boe conversion ratio of six
thousand cubic feet of natural gas to one barrel of oil equivalent
(6 Mcf: 1 bbl) is based on an energy equivalency conversion method
primarily applicable at the burner tip and does not represent a
value equivalency at the wellhead. Additionally, given that the
value ratio based on the current price of crude oil, as compared to
natural gas, is significantly different from the energy equivalency
of 6:1; utilizing a conversion ratio of 6:1 may be misleading as an
indication of value.
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.
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