Vancouver, B.C. – August 10, 2021 - Highbank Resources Ltd, (TSX.V:HBK, OTC:HBKRF, FSE:V70), (“Highbank” or the “Company”), announced today the execution of a non-binding Letter of Intent (“LOI”) for the company to acquire 100% of Integrous Energy Partners (IEP), a private company headquartered in Austin, Texas.
The proposed transaction represents a strategic shift for Highbank. It is intended to reposition Highbank into the favorable energy sector as a conventional oil producer. IEP’s assets, specifically the Nisku Conventional Oil Project (the “Project”), part of the prolific Williston Basin, is located in Roosevelt County, Montana. The Project has existing production wells and drill ready targets in the Nisku formation with additional potential “stacked” zones throughout the area.
“We are pleased to have reached an agreement with Integrous Energy Partners,” stated Jim Place, President and CEO. “This acquisition is a good opportunity for the Company, and our current shareholders will still maintain the upside of our current assets.”
“This transaction allows IEP to take the next step in the journey to become a public company focused on oil exploration and production,” said Benjamin Jacobson III, Interim CEO of Integrous Energy Partners. “We look forward to working with the Highbank team to complete this transaction and build shareholder value through oil production.”
Both IEP and HBK believe the transaction will provide numerous benefits to both companies’ shareholders
The terms of the LOI include the creation of a subsidiary within HBK which will hold the existing Swamp Point North (“SPN”) property assets and liabilities. Finalizing of the formal agreement is conditional on the Combined Company raising funds to a minimum of C$5 million to be used for drilling of wells, general legal and regulatory fees, working capital including management costs, funding for the subsidiary, payment of certain existing HBK liabilities, and other administrative expenses.
There is potential that the agreement will be considered a change of business and/or an RTO for HBK which will necessitate approval by the TSX Venture Exchange, shareholders of HBK and other regulatory authorities. Approval by the shareholders of HBK will require a Special and Annual General Meeting (SAGM) to be held soon after a formal agreement is signed, and other details are finalized in the Information Circular. A record date (1) will be set for certain matters as noted below, and a second record date setting the SAGM. Additions to the Board of Directors and a consolidation of existing shares will be proposed in order to attract investment financing for the new IEP project.
The proposed transaction is expected to be completed in October 2021, or such later date as the parties may agree.
Note: Any proceeds from the sale of SPN will be used to pay existing debt holders of HBK, convertible debenture and other loan interest, current and long-term liabilities, related party management fees, etc. and the remainder will be considered for disbursement to HBK shareholders as of the record date.
Michael S. Ratway, P.E., a Registered Petroleum Engineer, is the qualified person under National Instrument 51-101 -Standards of Disclosure for Oil and Gas Activities; who has reviewed and approved the technical content of this news release.
The Qualified Person has not completed sufficient work to verify the historical information on the Properties.
ON BEHALF OF THE BOARD OF DIRECTORS
"James H. Place"
James H. Place, CEO/President
Highbank Resources Ltd.
This News Release may contain forward-looking statements based on assumptions and judgments of management regarding future events or results. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plan and objective for future operations and include, without limitation, statements with respect to the anticipated production from the Swamp Point North Aggregate Project, the realization of mineral estimates, success of mining operations, the timing and amount of estimated future production, title disputes or claims, environmental risks, limitations on insurance coverage, current and anticipated purchase negotiations and arrangements, requirements for additional capital; and government regulation of mining operations. In some cases, you can identify forward -looking statements by the use of terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors, including: fluctuations in worldwide prices and demand for aggregates; changes in project parameters as plans continue to be refined; possible variations in grade and or recovery rates; accidents, labour disputes as well as those factors detailed from time to time in the Company's interim and annual financial statements and management's discussion and analysis of those statements, are filed and available for review on SEDAR at www.sedar.com.
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.