MATRRIX ANNOUNCES PRIVATE PLACEMENT OF UNSECURED, SUBORDINATED CONVERTIBLE DEBENTURES
DATE: October 6, 2017
CALGARY, ALBERTA – MATRRIX Energy Technologies Inc. (“MATRRIX” or the “Corporation”) (TSX-V: MXX) intends to complete a private placement (the “Offering”) of up to $2.5 million principal amount of unsecured, subordinated convertible debentures of the Corporation (the “Debentures”). The Debentures will mature on October 31, 2020 (the “Maturity Date”), will bear interest at a rate of 10% per annum paid semi-annually, in arrears on December 31 and June 30 of each year, and will be convertible into common shares in the capital of the Corporation (“Common Shares”) at a price of $0.49 per Common Share based on a conversion premium of approximately 25% to the last trade on the TSX Venture Exchange (the “TSXV”), subject to adjustments in certain circumstances.
The principal amount of the Debentures (the “Principal Amount”) shall be convertible at the option of the holder at any time prior to the close of business on the earlier of (i) the business day immediately preceding the Maturity Date or, (ii) if called for redemption, on the business day immediately preceding the date fixed for redemption, or (iii) if called for repurchase pursuant to a transaction resulting in any person or persons acquiring voting control or direction over at least 50% of the aggregate voting rights attached to the Common Shares then outstanding, on the business day immediately preceding the payment date.
The Debentures may not be redeemed by the Corporation prior to October 31, 2018. On and after October 31, 2018 and prior to October 31, 2019, the Debentures may be redeemed by the Corporation, in whole or in part from time to time, on not more than 60 days and not less than 40 days prior notice at a redemption price equal to their Principal Amount plus accrued and unpaid interest, if any, up to but excluding the date set for redemption, provided that the weighted average trading price of the Common Shares on the TSXV, for the 30 consecutive trading days ending five trading days prior to the date on which notice of redemption is provided is at least 125% of the conversion price. On and after October 31, 2019 and prior to the Maturity Date, the debentures may be redeemed by the Corporation, from time to time, on not more than 60 days and not less than 40 days prior notice of redemption at a redemption price equal to the Principal Amount plus accrued and unpaid interest, if any, up to but excluding the date set for redemption.
Closing of the Offering is scheduled to occur on or about October 13, 2017, subject to the approval of the TSXV and the satisfaction of other customary closing conditions.
The net proceeds of the Offering will be used by the Corporation (i) for general corporate and working capital purposes and (ii) to partially fund the acquisition (the “Asset Acquisition”) by the Corporation of three complete tele-double drilling packages with spares from Vortex Drilling Ltd. (“Vortex”), through its receiver Deloitte Restructuring Inc. (the “Receiver”). The Asset Acquisition remains subject to certain conditions, including but not limited to (i) the Corporation’s ability to obtain financing and (ii) the entering into of a definitive asset purchase agreement between the Corporation and the Receiver, on behalf of Vortex, each on terms and conditions acceptable to the Corporation.
The Debentures and the Common Shares issuable on conversion thereof have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws and may not be offered or sold in the United States to, or for the account
or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act), except pursuant to an exemption from the registration requirements of those laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, or for the account or benefit of U.S persons.
The Corporation is also pleased to announce that, in accordance with the Corporation’s strategic plan to enter into the land-based contract drilling business, the Corporation has entered into a non- binding letter of intent (the “LOI”) for the acquisition of all of the outstanding shares of a private drilling company of similar size as Vortex operating in western Canada. The LOI contains a number of conditions, including the completion of due diligence, the approval of the Corporation’s board of directors and the entering into of a definitive agreement.
The Corporation commenced operations in 2011. MATRRIX has grown its concurrent capacity of horizontal and directional drilling systems (“Systems”) organically with the acquisition and assembly of 25 Systems as at the date of this press release. MATRRIX has developed and implemented a proprietary system called D2ROXTM (pronounced DEE-ROCKS) to aid the Corporation and its oil and gas clients to drive predictable, repeatable, cost effective, safe field operations at the rig site. Since inception, the Corporation has maintained a balance sheet with zero debt and a strong working capital position.