Vancouver, B.C. – September 30, 2021 - Highbank Resources Ltd, (TSX.V:HBK), (“Highbank” or the “Company”), updates shareholders of the change of business as announced August 10, 2021.
As previously disclosed, the Company has executed a non-binding letter of intent (LOI) with Integrous Energy Partners LLC, a private limited liability company formed in the State of Texas (“Integrous”) dated August 5, 2021, which sets for the general terms and conditions which allows the Company to acquire certain Petroleum and Natural Gas Rights that will result in Change of business pursuant to Policy 5.2 – Change of Business and Reverse Takeovers of the TSXV Exchange (the “Exchange”).
Change of Business, Change of Control and Consolidation
Subject to the conditions set forth in the LOI, the Company and Integrous are working through language for an executable Definitive Agreement of purchase and sale. Integrous assets, specifically the Nisku conventional oil project, part of the prolific Williston basin 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.
Upon the completion of the change of business transaction and change of control (the “Proposed Transaction”) Highbank will change its name and trading symbol, such name to be determined, (the “Resulting Issuer”) and the Resulting Issuer will be a Tier 2 Mining and Gas issuer.
As consideration for the acquisition, the Resulting Issuer will issue Resulting Issuer Shares to Integrous, such that at closing, the former equity holders of Highbank would own 15% of the Resulting Issuer, with the former equity holders of Integrous owning the remaining 85%. Highbank (Assets & Liabilities) will become a wholly owned subsidiary of the Resulting Issuer.
The Company will present to the shareholders a resolution to ‘Consolidate’ its common shares. The exact number, at this time, has not been determined.
Concurrent with the closing of the Proposed Transaction, the Company will complete an equity financing of Resulting Issuer Shares
The Company intends to apply for a waiver to the sponsorship requirement under Section 3.4(a) (iii) of Exchange Policy 2.2 – Sponsorship and Sponsorship Requirements. There is no assurance that such a waiver will be granted.
Board of Directors and Management
The board of the Company will remain the board of directors for the Resulting Issuer. On completion of the Proposed Transaction, it is anticipated that Benjamin Jacobson III will be appointed President and CEO of the Resulting Issuer. The following are summaries of those individuals considered Insiders of the Resulting Issuer. The summaries include each individual’s expected positions with the Resulting Issuer and relevant work and educational backgrounds:
Benjamin Jacobson III – Interim Chief Executive Officer is the Co-founder and Managing Director of Integrous Capital Partners, LLC. Prior to forming Integrous, Ben spent 8 years managing various funds, investing, and consulting oil field service companies on financial structuring and M&A transactions. Ben spent over a decade as a Specialist and a Member of the New York Stock Exchange as a partner of Benjamin Jacobson & Sons and subsequently Vice President of Goldman Sachs after Goldman’s purchase of his family firm in 2001. He directed the trading operations and risk management activities while serving a clientele of major global corporations. Ben holds a Bachelor of Arts degree in communications from the University of Denver. He resides in Austin, Texas.
Richard M. D’Angelo - COO and Director - Rick was the lead partner and managed the Huff Energy Fund, a private equity fund invested in the Energy Sector, which made initial investments in early developmental plays. He was a partner and lead energy analyst (buy-side) for over 17 years at Huff Asset Management, where he followed over 35 small-cap and mid-cap public companies in the energy space. Rick started his career with Amoco Production Company, where he worked for 14 years initially as a geophysicist in domestic and overseas locations, and also as an economic analyst in the Portfolio Analysis and Planning team of the Worldwide Exploration Business Group, where he earned a Chairman’s Award in 1998. Rick graduated from Princeton University with an AB in Geology, from Virginia Tech with an MS in geophysics, and from the University of Houston with an MBA.
Carlo Limchuatuan - CFO/CPA – Carlo has over 25 years of experience in accounting & finance, mergers & acquisitions, divestitures, capital raising, structuring and operations primarily in the upstream, midstream, oilfield service, and other energy-related industry sectors. Recently, Carlo served as the CFO for a group of privately held, energy related operating companies, helping them grow approximately 500% in annual revenue during his tenure. Carlo has also held positions of Senior VP with Wunderlich Securities, Inc., VP with Pritchard Capital Partners, LLC, in their energy investment banking practices and the International Acquisitions & Dispositions group at Marathon Oil Company. Carlo began his career at PricewaterhouseCoopers LLP in their Transaction Services Practice. In addition, he spent almost 10 years in public accounting, for local and international firms, performing tax, assurance, advisory, and consulting services. Carlo graduated with Honors from Houston Baptist University with a bachelor’s degree in Business Administration and Accounting and is a Certified Public Accountant (Texas).
James H. Place – Director since April 8, 2013; Mr. Place received a Bachelor of Science degree in Physical Geography and Resource Management from the University of Victoria, B.C.-Canada in 1983 and has been a professional Geoscientist (BC) since 1992. Mr. Place has more than 30 years of experience in the base and precious metals sector, as well as industrial minerals and aggregate mining, heavy construction, and engineering fields. He has worked on all phases of mineral projects from exploration and permitting through to testing development, marketing, production, and reclamation, primarily in western North America. He has held management and director positions with several public, engineering and environmental consulting companies.
William J. Loucks – Director since August 11, 2014; received his Bachelor of Science degree from the University of Guelph in 1978. He qualified as a Chartered Accountant in 1981, and joined Collins Barrow CK, LLP in 1989. He was a Managing Partner of the Chatham-Kent, Ontario-Canada practice until his retirement on December 31, 2017. During his term with Collins Barrow he provided audit, accounting, tax and consulting services.
The Proposed Transaction is an Arm’s Length Transaction pursuant to the policies of the Exchange. Prior to completion of the Proposed Transaction, the Company will hold a meeting of shareholders where they will be asked to approve the Change of Business, Change of Control as well as the Name Change.
As required by the policies of the Exchange, trading in the common shares of the Company has been halted. The trading halt will remain in place until the requirements set forth in Exchange Policy 5.2 have been met but may not resume until either the termination or completion of the Proposed Transaction.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
ON BEHALF OF THE BOARD OF DIRECTORS
"James H. Place"
James H. Place, CEO/President
Highbank Resources Ltd.
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.
Cautionary Statement Regarding Forward-Looking Information
Certain information provided in this press release constitutes forward-looking statements and forward-looking information (together “forward-looking statements”) within the meaning of applicable securities laws. Specifically, and without limitation, this press release contains forward-looking statements relating to the Change of Business, the Concurrent Private Placement, the Name Change, and the timing of such transactions and Stria’s future plans. Forward‐looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as “anticipate”, “believe”, “forecast”, expect”, “plan”, “intend”, “estimate”, “propose”, “project”, “will” or similar words suggesting future outcomes. The Company cautions readers and prospective investors in the Company’s securities not to place undue reliance on forward‐looking information as, by its nature, it is based on current expectations regarding future events that involve a number of assumptions, inherent risks and uncertainties, which could cause actual results to differ materially from those anticipated by the Company. In respect of the forward-looking statements and information set out in this new release, the Company has provided such forward-looking statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the process and timing for the Change of Business, the Name Change, the Concurrent Private Placement and related transactions. Forward-looking statements are subject to a number of known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. A number of factors could cause actual results to differ materially from those anticipated by the Company, including but not limited to additional regulatory or legal approvals required for the Change of Business, the Name Change, the Concurrent Private Placement and related transactions, estimated future expenses of the Company, regulation of the Company’s business, the ability of the Company to raise capital, the ability of the Company to develop and market the water purification IP into a business, the state of the public markets, global economic and business conditions, and diversion of management time on the proposed transactions, among other things. The Company cautions readers that this list of risk factors is not exhaustive and that should certain risks or uncertainties materialize, or should underlying estimates or assumptions prove incorrect, actual events, performance and results may vary significantly from those expected. There can be no assurance that the actual results, performance, events or activities anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. Readers are urged to consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on any forward-looking statements. The forward-looking statements are made as of the date hereof, and the Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments.