New Global Acreage Resources Limited Announces Definitive Agreement for Proposed Qualifying Transaction with Cambridge Energy
Apr 05, 2017, 19:32 ET
VANCOUVER, April 5, 2017 /CNW/ - New Global Acreage Resources Ltd. (the "Company" or "New Global") (TSXV: RAP.P) is pleased to announce that it has entered into an arrangement agreement dated April 3, 2017 (the "Arrangement Agreement") in respect of a proposed arm's length business combination with Cambridge Energy Group Limited ("Cambridge Energy"), 1110289 B.C. Ltd. ("Cambridge AcquisitionCo") and 1110612 B.C. Ltd. ("New Global Subco"), a wholly-owned subsidiary of New Global, that, if completed, would constitute the Qualifying Transaction of New Global as such term is defined in the TSX Venture Exchange ("TSXV") Policy 2.4 – Capital Pool Companies (the "Proposed Transaction"). It is anticipated that completion of the Proposed Transaction will result in Cambridge Energy and all of its subsidiaries becoming directly or indirectly wholly-owned subsidiaries of New Global (the "Resulting Issuer"). The Proposed Transaction is subject to TSXV and other regulatory approvals. Upon completion of the Proposed Transaction, the Resulting Issuer will continue to carry on the business of Cambridge Energy. It is anticipated that the Resulting Issuer will operate in the diversified industries sector as an integrated and internationally based Liquefied Natural Gas ("LNG") company.
New Global is a public company incorporated under the laws of British Columbia and is a "capital pool company" under the policies of the TSXV. In accordance with TSXV policies, New Global has not commenced commercial operations and does not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. New Global is a reporting issuer in the provinces of British Columbia and Alberta.
About Cambridge Energy
Cambridge Energy is a limited liability company organized under the laws of Bermuda. Cambridge Energy and its subsidiaries (collectively, "Cambridge") form an integrated and internationally based LNG company which has the following agreements in place:
Cambridge has entered into a 20 year take or pay off-take agreements with G1 Energy Holdings Co. in respect of 2.0 metric tons per annum ("MTPA") beginning in 2021, with an option to extend, escalating to 4.0 MTPA in 2022 until the end of the agreements and has the sole option for an additional 4.0 MTPA, on the same terms, beginning in 2022.
Cambridge has entered into a Memorandum of Understanding ("MOU") with a gas supply and aggregation company. Pursuant to the MOU, the supply and aggregation company will manage and coordinate natural gas supply on behalf of Cambridge.
Cambridge has entered into a Head of Agreement ("HOA") for a LNG Tolling Agreement with a U.S. Federal Energy Regulatory Commission (FERC) and U.S. Department of Energy (DOE) approved US Gulf Coast LNG Export Terminal. The LNG Tolling Agreement will provide for the supply of natural gas by Cambridge to a third party facility to be liquefied into LNG in exchange for a per unit toll. The HOA contemplates firm LNG liquefaction capacity for Cambridge of 4.0 MTPA for 20 years, with the option to extend and with the potential for Cambridge to secure additional volumes. Cambridge is in receipt of an Export License from the United States Department of Energy.
Cambridge expects to purchase up to 10 LNG transport ships to serve the long-term delivery requirements of its LNG supply agreements. Cambridge expects to own and operate the LNG fleet through a ship management company.
Cambridge Energy's leadership includes Sherman Bryant ("Bryant") (Chairman and Chief Executive Officer), Dr. Lawrence Marable (Director) and Lynda Milligan-Whyte (Director). Sherman Bryant is a U.S. resident and holds a controlling interest in Cambridge Energy.
Prior to the completion of the Proposed Transaction: New Global will: (i) consolidate its issued and outstanding common shares (the "Consolidation"); and (ii) issue a common share purchase warrant for each issued and outstanding common share, on a post-Consolidation basis; and Cambridge will (i) complete the Share Exchange and the Private Placements (as such terms are defined below).
The Proposed Transaction is intended to be completed by way of a three-cornered amalgamation pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) whereby: (i) Cambridge AcquisitionCo will amalgamate with New Global Subco; and (ii) each issued and outstanding share of Cambridge AcquisitionCo will be exchanged for common shares or preferred shares of New Global, on a post-Consolidation basis.
Pursuant to the terms of the Arrangement Agreement, completion of the Proposed Transaction will be subject to a number of conditions, including completion of the Share Exchange, the Private Placements and the Consolidation, receipt of all required approvals, including TSXV approval and receipt of shareholder approval from the shareholders of Cambridge Acquisition Co and New Global, as the sole shareholder of New Global Subco. A filing statement or management information circular, as applicable, will be prepared and filed in accordance with the policies of the TSXV.
Concurrently with the closing of the Proposed Transaction, New Global is expected to change its name to such name as the directors of New Global deem to be appropriate, and following the completion of the Proposed Transaction, Resulting Issuer will hold all of the assets of Cambridge and conduct the business of Cambridge.
The Company currently has issued and outstanding 5,700,000 common shares, incentive stock options to purchase an aggregate of 570,000 common shares and agent options to purchase an aggregate of 300,000 common shares, prior to the Consolidation.
Without giving effect to the Private Placements, upon completion of the Proposed Transaction it is expected that the existing shareholders of New Global will hold approximately 1.5% of the shares of the Resulting Issuer and shareholders of Cambridge AcquisitionCo will hold approximately 98.5% of the shares of the Resulting Issuer.
As a condition to the completion of the Proposed Transaction, it is anticipated that Cambridge Energy will enter into a share exchange agreement with Cambridge AcquisitionCo to effect the transfer of all of the issued and outstanding Cambridge Energy Shares to Cambridge AcquisitionCo in exchange for the holders of Cambridge Energy Shares receiving Cambridge AcquisitionCo Shares (the "Share Exchange"). The Share Exchange will result in Cambridge Energy becoming a wholly-owned subsidiary of Cambridge AcquisitionCo.
As a condition to the completion of the Proposed Transaction, it is anticipated that upon completion of the Share Exchange, Cambridge AcquisitionCo will complete brokered private placement(s) through the issuance of Cambridge AcquisitionCo Shares at a price to be determined (the "Private Placements"), subject to the rules of, and approval by, the TSXV.
The proceeds of the Private Placements will be used for certain expenditures incurred while working towards completing the Proposed Transaction, current payables and to further develop the business of the Resulting Issuer and for general working capital purposes.
Proposed Directors and Officers
It is currently proposed that the board of directors and the senior officers of the Resulting Issuer will consist of the following:
Chairman & Chief Executive Officer
Mr. Bryant founded Cambridge Energy in 2007 and is Chairman and Chief Executive Office. He has over 26 years of executive management and business strategy consulting experience across various industries including LNG, natural gas and utilities. Mr. Bryant led the start-up of a natural gas trading business with credit support from Credit Suisse from 2008 – 2001, prior to refocusing Cambridge Energy on LNG exporting. Mr. Bryant has focused on the U.S. shale gas export effort dating back to 2008 when he worked with the DOE and MARAD, for the U.S. Congress to establish oversight for the export of LNG from a deep water port. Mr. Bryant served as a Senior Manager with Andersen Consulting's Natural Resources and Utilities Practice. He is a former executive with Gartner Inc./Bain Strategic Sourcing Alliance, where he completed over $20 billion in strategic sourcing transactions, working with companies, including IBM, Fiat and Mercedes Benz International. Mr. Bryant's expertise has been utilized by such clients as the Federal Energy Regulatory Commission (FERC), as well as a number of large energy companies. After leaving Gartner, Mr. Bryant started TIBRA Group LP, a business strategy consulting firm. Mr. Bryant completed the University of Pennsylvania, Wharton School of Business, Executive Development Program in general management in 1999. He holds a Masters of Science in Engineering Technology from Murray State University and a Bachelor of Arts from Fort Valley State University. Mr. Bryant is a former United States Army Intelligence Officer with the 101st Airborne Division, and U.S. Forces in Korea where he served with Republic of Korea Army Forces. Mr. Sherman is an expert in the Korean LNG Market, speaks conversational Korean and is a featured speaker in China on LNG.
Chief Financial Officer, Corporate Secretary and Director
Mr. Dusik has held various senior partner positions with Ernst & Young LLP, including the corporate finance practice focused on valuation and pricing of acquisitions and divestitures, Managing Partner of their Calgary office and Director of the North American Center of Excellence for risk management services to the oil & gas and electric/gas utility sectors. Subsequently, Mr. Dusik became Chief Financial Officer of Maxim Power Corp., a publicly listed independent power producer with operations in Canada, United States and France followed by Run of River Power Inc., a publicly listed renewable energy developer with hydro and biomass projects principally in British Columbia. In 2012, Mr. Dusik formed Imro Capital Corp., a corporate finance and governance consultancy focused on the mid-market. Mr. Dusik sat on the board of directors of Equal Energy until its sale in July 2014. Equal was an energy company listed on the TSX and the NYSE. He chaired the Audit, Compensation and Special Committees and was a member of the Governance and HS&E Committees. He has held other board positions and has been involved in various board committees.
Chief Operating Officer
Mr. Klesa has been with Cambridge Energy since 2008. Mr. Klesa has over 20 years of experience in physical commodity trading & accounting through senior positions at Royal Bank of Canada, Goldman Sachs, Credit Suisse, Cinergy and PwC.
Moses Everett, Jr.
Managing Director, Maritime Operations
Commander Everett, Jr. is a retired U.S Naval Surface Warfare Officer with significant maritime experience. Mr. Everett has over 20 years of experience in US Navy Vessel Operations (Surface Warfare) including Ship Program Management Assistant Professor of Naval Science, University of Virginia.
Mr. Harding has over 20 years' experience as a financial and management professional in start-ups through to multinational entities in the bulk highway transportation, engineering and construction and oil and gas industries. His public company experience includes acting as the Chief Financial Officer of Athabasca Oil Corporation (TSX: ATH) and of QE2 Acquisition Corp., which was acquired by Distinct Infrastructure Group (TSXV: DUG.V).
Mr. Mackenzie has over 40 years' experience in the domestic and international oil and gas industry. Mr. Mackenzie was founder and Director of ten TSX companies including Sunningdale Oils Limited, Scarboro Resources Ltd., Braco Resources Ltd., Valparaiso Energy Inc. and, Scimitar Hydrocarbons Ltd. (Rally Energy). Rally was sold in 2007 for over of $700 million. Mr. Mackenzie was founder and director of C&C Energia Ltd. (CZE.T) which had peak production of 16,000 BOPD and was sold to Pacific Rubiales in 2012 for in excess of $600 million. Mr. Mackenzie was Co-Chairman of Scimitar Oils Dubai Limited, a private company (1990-1995). Scimitar developed a natural gas processing facility (DUGAS) for the state of Dubai initially producing at rates of 100 mmcf/natural gas and 20,000 BOPD of NGL's. Mr. Mackenzie is currently a private investor and consultant to the oil industry in Calgary, Alberta.
Dr. Marable has been a principal investor in Cambridge Energy since 2008. He has more than 30 years of experience from business and investing in early stage companies. He has a DMD from The Medical College of Georgia (1985) and BS from Fort Valley State College (1981).
Sponsorship of the Proposed Transaction may be required by the TSXV unless an exemption from this requirement can be obtained in accordance with the policies of the TSXV. The Company intends to apply for an exemption from the sponsorship requirement. There is no assurance that an exemption from this requirement can or will be obtained.
New Global will provide a demand bridge loan (the "Bridge Loan") of $75,000 to Cambridge Energy in accordance with Section 8.5 of TSXV Policy 2.4 – Capital Pool Companies and the approval of the TSXV. The Bridge Loan will be applied by Cambridge Energy to meet certain expenditures incurred while working towards completing the Proposed Transaction.
The Bridge Loan will bear interest at an initial annual rate of 9% and will be evidenced and secured by a promissory note, guaranteed by certain subsidiaries of Cambridge Energy, and a general security agreement against all the assets of certain subsidiaries of Cambridge Energy. The Bridge Loan will be repayable on demand and if the Proposed Transaction is not completed on or before September 30, 2017 interest incurred on the Bridge Loan will be increased to 25% per annum.
In addition to the Bridge Loan, in accordance with Section 8.5 of TSXV Policy 2.4 – Capital Pool Companies, New Global advanced a secured loan of $25,000 to Cambridge Energy which will be used by Cambridge Energy to preserve its assets.
In accordance with TSXV policy, the New Global Common Shares are currently halted from trading and will remain so until such time as the TSXV determines which, depending on the policies of the TSXV, may not occur until the completion of the Proposed Transaction.
A comprehensive press release with further particulars relating to the Proposed Transaction, including financial particulars of the Resulting Issuer, will follow in accordance with the policies of the TSXV.
All information contained in this press release with respect to the Company and Cambridge Energy was supplied, for inclusion herein, by the respective parties and each party and its directors and officers have relied on the other party for any information concerning the other party.
The common shares of the Company have not and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there by any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, completion of satisfactory due diligence, completion of the Share Exchange, the Private Placements and the Consolidation, TSXV acceptance and, if applicable, pursuant to policies of the TSXV, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed 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.
Neither the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the Proposed Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
Neither the TSXV nor its Regulation Service Provider (as that term is defined in the Policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
Forward Looking Statements
This press release contains "forward-looking information" within the meaning of applicable securities laws relating to the Proposed Transaction including statements regarding the terms and conditions of the Proposed Transaction and the Arrangement Agreement, the Share Exchange, the Private Placements, the Consolidation, the Name Change as well as information relating to Cambridge Energy. The information about Cambridge Energy contained in this press release has not been independently verified by the Company. Although the Company believes in light of the experience its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Proposed Transaction and the Arrangement Agreement; that the ultimate terms of the Proposed Transaction and Arrangement Agreement will differ from those that currently are contemplated; and that the Proposed Transaction and the Arrangement Agreement will not be successfully completed for any reason (including, but not limited to, the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Proposed Transaction may change based on the Company's due diligence (which is going to be limited as the Company intends largely to rely on the due diligence of other parties of the Qualifying Transaction to contain its costs, among other things) and the receipt of tax, corporate and securities law advice for both the Company and Cambridge Energy. The statements in this press release are made as of the date of this release. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, Cambridge Energy, their securities, or their respective financial or operating results (as applicable).
SOURCE New Global Acreage Resources Limited
For further information: regarding New Global please contact: Norman Mackenzie at: Telephone: (403) 266-5515, Fax Number: (403) 266-1395
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