Avila Energy Corporation Announces the Signing of a Non-Binding Letter of Intent With Insight Acquisition Corp To Combine With the Company
While non-binding and subject to change, the LOI contemplates terms of the Transaction which may include:
- The Company or a newly-formed company affiliated with the Company will combine with IAC so that all of the issued and outstanding securities of the Company and IAC will be exchanged for shares of the
Surviving Company (as defined below) based on a fully diluted enterprise value of theSurviving Company ofU.S. $185,280,000 . The Transaction, which will constitute the de-SPAC transaction of IAC, is expected to close later this year (the "Closing"). - There are 111,437,322 issued and outstanding Class A common shares of the Company (basic) and 185,725,972 common shares ("Company Shares") outstanding on a fully-diluted basis (assuming the planned conversion of all currently-outstanding warrants, convertible securities and options of the Company).
-
The Transaction will create a surviving company (the "Surviving Company"), the shareholders of which will be composed of the then current shareholders of Avila and shareholders and participating parties of IAC including
Burkhan LLC , andInsight Acquisition Sponsor LLC (the "Sponsor"). The Sponsor is the current sponsor of IAC. -
IAC currently has approximately
U.S. $241,200,000 in trust. In connection with the Closing, the shareholders of IAC will be entitled to seek redemption of any outstanding public shares, in exchange for a pro rata portion of such trust proceeds. Any proceeds that remain in trust following such redemption will be available to theSurviving Company at the Closing. -
It is anticipated that the current shareholders of Avila will, excluding any additional financing that may be raised in connection with the Transaction and before considering any redemption of the IAC shareholders, hold approximately 68% of the issued shares of the
Surviving Company upon Closing of the Transaction. -
No minimum cash condition or other required financing is expected to be a condition to Closing the Transaction. However, the parties may consider one or more financing alternatives, including a convertible note financing, to provide additional working capital for the Company following the Closing. In addition,
Burkhan LLC is expected to provide IAC with working capital funding at the time of signing a Definitive Business Combination Agreement. -
The final structuring of the Transaction shall be subject to receipt of corporate, securities and tax advice for both Avila and IAC and Closing of the Transaction shall be subject to successful negotiation and signing of the Definitive Business Combination Agreement and satisfaction of
Burkhan LLC's obligation to provide Sponsor working capital funding at the time of signing and Closing (the "Definitive Agreements"), as well as approval by Canadian and US securities regulators, approval by the IAC shareholders of an extension of the time by which they must consummate an initial business combination, listing approval by aUnited States exchange and approval by the boards of directors and shareholders of IAC and Avila, as applicable. -
The Board of Directors of the
Surviving Company is expected to consist of seven persons, five of which shall be appointed by persons designated by Avila, including three independent directors, andLeonard Van Betuw will remain the CEO and Chairman of the Board of theSurviving Company . -
Avila has agreed to fully cooperate with IAC in the preparation of all documents required to be filed with the
United States Securities and Exchange Commission (including all exhibits and amendments thereto), or any other regulatory body, in connection with the Transaction; the intent being that following the Closing the shares of theSurviving Company will be listed for trading on a major stock exchange in theU.S. -
As part of the Transaction, employment agreements are expected to be entered into between current members of Avila management and the
Surviving Company , which will also provide for a grant of shares of theSurviving Company to be made to certain persons (all to be named and are to include employee executives, such asLeonard Van Betuw ) based on stock price performance on an earnout structure to be agreed upon between the parties.
About,
The Company is an emerging CSE listed corporation trading under the symbol (‘VIK'), and in combination with an expanding portfolio of 100% Owned and Operated oil and natural gas production, pipelines and facilities is a licensed producer, explorer, and developer of energy in
About,
For further information, please contact:
Peter Nesveda,
Emails:
Peter Nesveda: peter@intuitiveaustralia.com.au
ON BEHALF OF THE BOARD
President & CEO
Cautionary and Forward-Looking Statements
Certain information set forth in this news release contains "forward-looking statements" with respect to the proposed business combination between the Company and IAC. Forward-looking statements may generally be identified by the use of words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "project," "forecast," "predict," "potential," "seem," "seek," "future," "outlook," "target" or other similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. These statements are based on various assumptions, whether or not identified in this communication. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Many actual events and circumstances are beyond the control of the Company and IAC.
All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements, including, but not limited to entrance into a Business Combination Agreement, the occurrence of and the anticipated date of closing of the Transaction, the availability of financing for the Transaction and IAC at the time of signing, and the post-Closing governance of the
SOURCE:
View source version on accesswire.com:
https://www.accesswire.com/736905/Avila-Energy-Corporation-Announces-the-Signing-of-a-Non-Binding-Letter-of-Intent-With-Insight-Acquisition-Corp-To-Combine-With-the-Company
n
© Ritzau Denmark, source