NISKU, AB, Dec. 21, 2018 /CNW/ - Hyduke Energy Services Inc. ("Hyduke" or the "Company") (HYD – TSX) is pleased to announce that it has closed its previously announced transaction with TerraNova Partners III LP ("TerraNova") pursuant to which TerraNova has provided a demand secured loan (the "Loan") to Hyduke in the amount of CDN$350,000, with 10% interest per annum, payable monthly in arrears. In connection with the Loan, effective December 19, 2018, Hyduke granted TerraNova 2,920,000 share purchase warrants ("Warrants"). Each Warrant entitles TerraNova to purchase one common share (each a "Common Share") of Hyduke at an exercise price of CDN $0.06/Common Share and will expire 36 months after the later of the repayment in full of the Loan or the issuance of the Warrants. The securities issued in connection with the private placement will be subject to a four month hold period in accordance with Canadian securities laws. The closing of the private placement is subject to final acceptance by the TSX.
The aggregate number of Common Shares held by TerraNova, TerraNova Partners LP and Vortex Enterprises Corp., companies which are all controlled by Vahan Kololian, a Director of Hyduke, remain unchanged at a combined total of 6,638,235 Common Shares, representing 9.496% of the Company's issued and outstanding Common Shares, before giving effect to any outstanding warrants, and will be 13.125% of the Company's issued and outstanding Common Shares assuming the exercise in full by TerraNova of its Warrants. It is noted that Mr. Kololian declared his interest, recused himself from any discussions and negotiations and abstained from voting on this transaction in his capacity as a Director of the Company.
This news release contains forward-looking information within the meaning of Canadian securities laws relating to the Company's issuance of warrants to a related party, subject to final acceptance by the TSX. The use of any of the words "will", "assume" and similar expressions are intended to identify forward-looking statements. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this document.
The forward-looking statements included in this document are not guarantees of future performance and should not be unduly relied upon. Forward-looking statements are based on current expectations, estimates and projections that involve a number of factors and risks, which could cause actual results to differ materially from those anticipated and described in the forward-looking statements. These factors and risks include, but are not limited to:
- final acceptance of the private placement by the TSX;
- the Company's ability to repay the Loan pursuant to the terms thereof;
- the potential for a shareholder holding greater than 10% of the Company's issued and outstanding Common Shares on the exercise of the Warrants
- the demand for the Company's services;
- volatility in commodity prices, in particular for oil and natural gas; and
- general economic conditions including the capital and credit markets.
The Company cautions that the foregoing list of assumptions, risks and uncertainties is not exhaustive. The forward-looking statements contained in this press release speak only as of the date of this press release. As a result, you are cautioned not to place undue reliance on this forward-looking information. For a full discussion of the Company's material risk factors, see Hyduke's annual information form for the year ended December 31, 2017, under the heading "Risk Factors" which is accessible through the SEDAR website (www.sedar.com).
While the Company may elect to, the Company is under no obligation and does not undertake to update this information at any particular time, except as required by law.
Trading on the TSX under the symbol "HYD," Hyduke Energy Services Inc. is a supplier of equipment and services to the oil and gas drilling and well servicing industry.
SOURCE Hyduke Energy Services Inc.
For further information: Pat Ross, President and CEO, Tel (780) 955-0355 or Nick Cristiano, CFO, Tel (780) 955-0355