CALGARY, May 10, 2018 /CNW/ - MATRRIX Energy Technologies
Inc. ("MATRRIX" or the "Corporation") (TSXV: MXX) is pleased to
announce that it has entered into an asset purchase agreement (the
"Agreement") with Red Dog Drilling Inc. ("Red Dog") pursuant to
which MATRRIX has agreed to acquire (the "Acquisition") all of the
assets of Red Dog used in connection with their land-based oil
drilling and gas drilling operations (the "Purchased Assets").
Pursuant to the Agreement, MATRRIX will acquire the Purchased
Assets for a purchase price of $5,700,000, to be paid as follows: (i) the
issuance of 1,573,334 common shares of the Corporation at a deemed
price of $0.45 per common share,
valued at $708,000; and (ii)
$4,992,000 in cash.
Pursuant to the Acquisition, MATRRIX will acquire 4 drilling
rigs, and related drilling equipment, consisting of the
following:
- 2 heavy telescopic double drilling rigs complementary to
MATRRIX'S existing drilling rig fleet with a depth rating of 4,000
meters;
- 1 cantilever triple drilling rig with a depth rating of 5,000
meters; and
- 1 cantilever double drilling rig with a depth rating of 2,800
meters.
Closing of the Acquisition is subject to certain customary
conditions, including the approval by the shareholders of Red Dog
and receipt of all regulatory approvals, including the approval of
the TSX Venture Exchange ("TSXV"). The board of directors of Red
Dog has unanimously determined that the Acquisition is in the best
interest of the Red Dog shareholders. Certain Red Dog shareholders,
holding approximately 67.3% of the currently outstanding Red Dog
shares, have indicated their agreement to vote their Red Dog shares
in favour of the Acquisition. It is anticipated that the
Acquisition will close on or about May 31,
2018.
Lightyear Capital Inc. acted as financial advisor to MATRRIX on
the Acquisition.
Following the successful closing of the Acquisition, MATRRIX
will have 11 drilling rigs consisting of 9 complementary heavy
telescopic double drilling rigs, 1 cantilever triple drilling rig
and 1 cantilever double drilling rig. As well, MATRRIX will
continue to operate its directional MWD division consisting of 16
directional systems, from its field office located in Leduc, Alberta.
MATRRIX did not assume any of the Red Dog head office facilities
and will operate the Purchased Assets from its existing Stampede
Drilling Ltd. facilities located in Estevan, Saskatchewan. Subject to the
closing of the Acquisition, MATRRIX is looking forward to welcoming
the Red Dog rig employees to the Corporation through it Stampede
Drilling Ltd. division.
Upon completion of the Acquisition, including the payment of the
$4,992,000 cash and the issuance of
1,573,334 common shares, MATRRIX is expected to have 131,487,024
common shares outstanding and approximately $9,200,000 cash.
About MATRRIX
During the second half of 2017, MATRRIX complemented its
directional drilling division by adding an oil and gas drilling
division. Since that time, MATRRIX appointed Lyle Whitmarsh as its President and CEO,
completed a debenture financing for gross proceeds of $2.6 million, completed a common share private
placement for gross proceeds of $20.0
million, acquired all of the assets of Vortex Drilling Ltd.,
acquired Stampede Drilling Ltd., D2 Drilling Inc. and entered into
the Agreement with Red Dog.
MATRRIX continues to have a strong balance sheet and will
continue to pursue strategic acquisitions which meet its stringent
acquisition criteria.
Forward-looking Information
Certain statements contained in this press release constitute
forward-looking information. This information relates to future
events or the Corporation's future performance. All information
other than statements of historical fact is forward-looking
information. The use of any of the words "anticipate", "plan",
"contemplate", "continue", "estimate", "expect", "intend",
"propose", "might", "may", "will", "could", "believe", "predict"
and "forecast" are intended to identify forward-looking
information.
In particular, this press release contains forward-looking
information pertaining to the following: the completion of the
Acquisition and related matters including the anticipated closing
date; the impact of the Acquisition on the assets, operation and
results of MATRRIX; the ability of Red Dog to obtain approval of
the Acquisition by its shareholders; the ability of the Corporation
to obtain regulatory approval, including that of the TSXV; and the
Corporation's pursuit of acquisitions.
This forward-looking information involves material assumptions
and known and unknown risks and uncertainties, certain of which are
beyond the Corporation's control. Actual results, performance or
achievements could differ materially from those expressed in, or
implied by, this forward-looking information and, accordingly, no
assurance can be given that any of the events anticipated by the
forward-looking information will transpire or occur, or if any of
them do so, what benefits the Corporation will derive therefrom.
There can be no assurance that all of the conditions to closing of
the Acquisition will be satisfied or waived in accordance with the
Agreement and, as such, the closing of the Acquisition may be
delayed or may not close at all.
The forward-looking information contained herein is provided as
at the date hereof and the Corporation does not undertake any
obligation to update publicly or to revise any of the included
forward-looking information, whether as a result of new
information, future events or otherwise, except as may be required
by applicable securities laws.
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 release.
SOURCE MATRRIX Energy Technologies Inc.