Raise Production: October 01, 2021 – Press release – Raise and Cleantek announcements






Calgary, Alberta – October 01, 2021 – Raise Production Inc. (TSXV: RPC) (“To augment“) and Cleantek Industries Inc. (“Cleantek“) are pleased to announce the appointment of a Chief Financial Officer, the closing of a $ 10 million credit facility, the issuance of the Joint Information Circular and the granting of the Interim Order regarding the business combination between Raise and Cleantek announced on July 12, 2021 (the “Transaction“).

Cleantek is pleased to announce that Mr. Orson Ross has been appointed Chief Financial Officer of Cleantek and will serve as Chief Financial Officer of the resulting issuer (the “Resulting emitter“) upon completion of the Transaction. Mr. Ross is a seasoned finance professional who brings extensive experience leading finance teams within high growth organizations, including significant experience in public markets, managing equity and debt offerings and leading corporate mergers and acquisitions processes.Mr. Ross previously served as vice president of finance for several publicly traded companies, including most recently with Dexterra Group Inc. (DTX.TO) (formerly Horizon North Logistics Inc. HNL.TO) and previously with Source Energy Services (SHLE.TO) Ross has also held financial leadership roles at TransAlta Corporation (TA.TO), Canexus Corporation (CHE-UN.TO) and Suncor Energy (SU.TO) Mr. Ross is a Chartered Professional Accountant who began his career with PricewaterhouseCoopers.

Cleantek is also pleased to announce the signing of a new senior secured credit agreement (the “Credit agreement“) with a Canadian-based lender. The credit agreement includes a senior secured term loan facility of $ 7.5 million and a senior secured revolving loan facility of $ 2.5 million, each due October 2023. Loans made under the Term Facility and the Revolving Facility will bear interest at an annual rate equal to the greater of (a) 9.00% and (b) TD Prime, plus 6.55%.

The initial financing of the loans under the credit agreement is expected to occur on October 30, 2021, subject to customary closing conditions. Cleantek intends to use the proceeds of these loans, together with the previously announced net equity financing proceeds and available liquidity, to satisfy and discharge Cleantek’s existing banking facilities, to provide growth capital and to general working capital purposes.

Raise and Cleantek are also pleased to announce the joint management information circular (the “Information circular“) and documents relating to meetings and proxies (collectively, the”Meeting material“) for special meetings of shareholders to be held virtually on October 27, 2021 at 10 a.m. (Calgary time) for Cleantek at 1-877-407-3088 and at 9 a.m. (Calgary time) for Raise at https: / / tinyurl.com/RaiseSM2021 (the “Meetings“) have been filed on Raise’s profile on SEDAR and mailed to shareholders. The information circular contains a detailed description of the transaction and other information relating to Raise and Cleantek.

The purpose of the Cleantek shareholders’ meeting is to consider and, if deemed appropriate, to pass a special resolution, with or without amendment (the “Arrangement resolution“), approving the previously announced transaction pursuant to which Raise will acquire all of the issued and outstanding common shares of Cleantek (the”Cleantek actions“) by means of a plan of arrangement approved by the court under the Business Corporations Act (Alberta) (the “Arrangement“).

The purpose of the meeting of shareholders of Raise is to consider and, if deemed appropriate, to adopt: (a) an ordinary resolution, with or without amendment, authorizing Raise to issue such a number of ordinary shares of

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Raise the “Increase actions“) as may be necessary to be issued to holders of Cleantek shares to enable Raise to acquire all of the outstanding Cleantek shares on the basis of 58.3 Raise shares for each Cleantek share in circulation in accordance with the Arrangement and approving the terms of the Arrangement; (b) an ordinary resolution electing Jesse Curlett, Paul Colucci, Phillip Knoll, Chris Lewis and Reg Greenslade as additional directors of Raise at the time of taking effect of the Arrangement; and (c) a special resolution, with or without amendment authorizing a consolidation to increase the shares on the basis of one common share of the resulting issuer for every 58.3 increase in the shares.

On September 27, 2021, Cleantek obtained an interim order from the Alberta Court of Queen’s Bench (the “To research“), which clarifies certain procedural matters relating to the conduct of the Cleantek assembly. The granting of the interim order is a condition precedent to the completion of the arrangement in addition to a final court order concluding as to the material and procedural fairness and reasonableness of the arrangement at a hearing to be held after the Meetings, in the event that the shareholders approve the arrangement.

The boards of directors of Raise and Cleantek have determined that the arrangement is in the best interests of its shareholders and unanimously recommend that securityholders vote in favor of the resolutions at the Meetings.

Subject to receipt of all approvals from the Court, the security holders and the stock exchange, the satisfaction of conditions precedent customary in transactions of this nature and the satisfaction of certain other specified conditions set out in the arrangement agreement dated July 12, 2021 between Raise and Cleantek. The Arrangement is expected to be finalized by the end of October 2021, shortly after the Assemblies and the granting of the final order.

The transaction is subject to the approval of the TSX Venture Exchange and other customary conditions. Raise and Cleantek are continuing their work to satisfy the conditions precedent to the Transaction.

About Cleantek

Cleantek is a hydro-sustainability-focused clean energy technology company with operations across North America. Cleantek has developed and marketed its patented wastewater dewatering technology, the ZeroE, which it leases to its customers for use in gas processing facilities and on drilling platforms. Cleantek’s ZeroE technology separates wastewater into (i) clean water which is evaporated and returned to the natural hydrologic cycle and (ii) concentrated brine which is removed by traditional means. ZeroE technology is powered by waste heat generated by the exhaust gases of gas plant engines and drilling rigs.

About the increase

Raise is a listed company on the TSX Venture Exchange existing under the laws of the Province of Alberta and is headquartered in Calgary, Canada. Raise is an innovative petroleum services company focused on the production services industry, using its proprietary products to improve and increase ultimate production in both conventional and unconventional oil and gas wells. Its suite of patented pumping solutions, including HARPMT, REALMT and HARTMT, are effective up to 90 degrees to maximize drawdown, pump efficiency and pump life.

Notice to readers

Completion of the transaction is subject to a number of conditions including, but not limited to, acceptance by the TSX Venture Exchange and, where applicable, disinterested shareholder approval. If applicable, the Operation

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cannot close until the required shareholder approval has been obtained. There can be no assurance that the Transaction will be completed as offered or at all.

Investors are cautioned that, except as indicated in the Information Circular, any information disclosed or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in Raise securities should be viewed as highly speculative.

This press release does not constitute an offer to sell the securities in the United States. The securities have not been registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration or an exemption from registration. This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of securities in any state in which such an offer, solicitation or sale would be illegal.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. The TSX Venture Exchange Inc. accepts no responsibility for the adequacy or accuracy of this release.

Forward-looking statements

This press release contains certain “forward-looking statements” including, for example, statements relating to the completion of the transaction. These forward-looking statements involve risks and uncertainties, known and unknown. The results or events described in these forward-looking statements may differ materially from actual results or events. In addition to other factors and assumptions that may be identified herein, assumptions have been made regarding and are implied, among others: obtaining regulatory and shareholder approvals, the ability of Raise and Cleantek to complete the Transaction, the state of capital markets, the impact of the COVID-19 pandemic, the resulting Issuer’s ability to successfully manage the risks inherent in pursuing business opportunities in the petroleum services sector, and the ability to the resulting Issuer to obtain qualified personnel, equipment and services in a timely and cost effective manner to develop its business. Any forward-looking statement reflects the information available to Raise and Cleantek as of the date of this press release and, except as required by applicable securities laws, Raise and Cleantek disclaim any intention or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

Eric Laing, President and CEO

E-mail: [email protected]

Raise Production Inc.

Phone. : 403-899-5880


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Raise Production Inc. published this content on 01 October 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on 02 October 2021 01:42:02 AM UTC.

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