Aveda Transportation and Energy Services Announces Closing of Previously Announced Public Offering and Concurrent Private Placement
Summary
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.Aveda Transportation and Energy Services Inc. ("Aveda" or the "Company") ( : ), a leading provider of oilfield hauling services and equipment rentals to the energy industry, is pleased to announce that it has closed its previously announced short form prospectus offering (the "Offering") of common shares in the capital of the Company ("Common Shares") distributed pursuant to its short form prospectus dated February 9, 2017 in the provinces of British Columbia, Alberta, Manitoba and Saskatchewan. Pursuant to the Offering, the Company issued a total of 37,433,625 Common Shares, at a price of $0.60 per share, for aggregate gross proceeds of $22,460,175.00.The Offering was completed by a syndicate of agents co-led by Beacon Securities Limited and Canaccord Genuity Corp and included PI Financial Corp. and Mackie Research Capital Corporation.Werklund Capital Corporation ("WCC") and Werklund Ventures Limited ("WVL") participated in the Offering in an aggregate amount of $4,000,020.00, which participation constitutes a "related party transaction" as such term is defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company received written minority shareholder consent from over 50% of the minority shareholders approving the participation of WCC and WVL as required in an Ontario Securities Commission order dated February 21, 2017 (the "Order") granting exemptive relief to the Company under section 9.1 of MI 61-101 from the requirements of section 5.3(2) of MI 61- 101 to (A)(i) call a meeting of its shareholders to consider WCCs and WVLs participation in the Offering, (ii) send an information circular to its shareholders in connection with such meeting, and (iii) obtain disinterested minority approval of WCCs and WVLs participation in the Offering at such meeting; and (B) instead be permitted to obtain the disinterested minority approval required for WCCs and WVLs participation in the Offering by section 5.6 of MI 61-101 by way of written consent.The Company also announces that pursuant to the Order, the principal sum and fees of the loan agreement dated January 12, 2017 between WCC, WVL and the Company (the "Standby Facility") is now convertible into securities of the Corporation upon the terms of the Standby Facility.The Company is also pleased to announce that it has closed its previously announced non-brokered private placement of 666,667 Common Shares at a price of $0.60 per Common Share for aggregate gross proceeds of $400,000.20 (the "Private Placement").The Company intends to use the net proceeds of the Offering and the Private Placement to reduce indebtedness under the Companys senior credit facility and for general working capital purposes.Following completion of the Offering and the Private Placement, the Company has 57,180,332 Common Shares issued and outstanding.Aveda provides specialized transportation services and equipment required for the exploration, development and production of petroleum resources in the Western Canadian Sedimentary Basin and in the United States of America principally in and around the states of Texas, Oklahoma, Pennsylvania, Wyoming and North Dakota. Any forward-looking statements are made as of the date hereof and, except as required by law, Aveda assumes no obligation to publicly update or revise such statements to reflect new information, subsequent or otherwise.This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.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.