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SHERWOOD PARK, Alta., March 7, 2022 /CNW/ – (TSXV: VTX) – Vertex Resource Group Ltd. (“Mountain peak“or the”society“), in reference to its previous press release dated February 25, 2022is pleased to announce that it has closed the previously announced non-brokered private placement (the “Private placement“) of $15,000,000 principal amount of a secured subordinated convertible debenture (“Convertible debenture“). Completion of the Private Placement is a condition precedent to the proposed merger with Cordy Oilfield Services Inc. (the “Merger“) which was also announced in the Company’s previous press release dated February 24, 2022.
The convertible debenture has a term of five (5) years (the “Term“) and will expire on March 7, 2027. The convertible debenture bears interest at an annual rate of 8% during the term, payable monthly in arrears in cash. At any time during the term, holders of the convertible debenture may elect to convert the unpaid net principal amount, or any portion thereof, into common shares of Vertex (“Ordinary actions“) at a conversion price of $0.65 per share (the “Processing price“).
The convertible debenture and all common shares issuable upon their conversion will be subject to a statutory hold period of four months and one day following the closing date of the private placement.
Proceeds from the private placement will be used to satisfy outstanding post-merger obligations (assuming the merger is completed), future acquisitions and working capital. The convertible debentures are subordinate to Vertex’s existing secured credit facilities.
EARLY WARNING REPORTING REQUIREMENTS
Pursuant to the aforementioned private placement of convertible debentures by the Company, the March 7, 2022: (a) IBBC GP Inc. (of 701, 421 7and Avenue SW, Calgary, Alta. T2P 0Z3), in its capacity as general partner of IBBC Limited Partnership, acquired ownership and control of a convertible debenture in the principal amount of $14,765,000; and (b) IBBC GP Inc., in its own name, acquired ownership and control of a convertible debenture in the principal amount of $235,000.
IBBC GP Inc. is the general partner of IBBC Limited Partnership and thus has full authority to manage the business and affairs of IBBC Limited Partnership, including making decisions to buy or sell securities for IBBC Limited Partnership ( including decisions whether or not to exercise conversion rights in respect of the convertible debentures) and to exercise the voting rights on the common shares of Vertex held by IBBC Limited Partnership. Therefore, they are co-actors of each other.
Prior to the transaction, neither party beneficially owned or controlled any securities of the Company. Upon closing of the transaction, they now beneficially own, in aggregate, convertible debentures in the aggregate principal amount of $15,000,000 (IBBC Limited Partnership: $14,765,000; IBBC GP Inc.: $235,000), convertible into up to 23,076,923 common shares (IBBC Limited Partnership: 22,715,385 common shares; IBBC GP Inc.: 361,538 common shares), representing 20.18% of the common shares outstanding on a post-conversion basis (IBBC Limited Partnership: 19.86%; IBBC GP Inc.: 0.32%).
The convertible debentures were acquired and are held for investment purposes. Going forward, IBBC GP Inc., on its own behalf or on behalf of IBBC Limited Partnership, may, depending on market and other conditions, increase or decrease their respective holdings in the securities of the Company. A copy of the alert statement filed by IBBC GP Inc., in its own name and in its capacity as general partner of IBBC Limited Partnership, under applicable Canadian securities laws, can be obtained at www .sedar.com under the Company’s profile or by contacting the Company as set forth below.
Based at Sherwood Park, AlbertaVertex employs approximately 800 full-time and contract staff who provide environmental services across North America. Vertex is a leading provider of environmental solutions, a unique combination of environmental consulting and field environmental services and equipment. Vertex’s integrated environmental solutions support the development, operation, decommissioning and restoration of assets for customers in five North American sectors: energy, mining and industrial, utilities, agriculture and forestry, and government. Founded in 1962, Vertex combines 60 years of experience with an innovative and modern approach to provide versatile and expert solutions to the market.
ADVICE TO THE READER
This press release contains forward-looking statements, within the meaning of applicable securities laws, regarding the proposed merger, the business and affairs of Vertex and the private placement. In some cases, forward-looking statements can be identified by the use of words such as ”anticipates”, ”expects” or ”does not expect”, ”intends”, ” ‘budget’, ”planned”, ”estimates”, ”expects”, ”intends”, ”anticipates” or variations of these words and expressions or states that certain actions, events or results ”may”, ”could”, ”would”, ”could” or ”will be taken”, ”occur” or ”will be carried out” . These forward-looking statements include those regarding: (i) the completion of the merger and (ii) the proposed use of the proceeds of the private placement. Forward-looking statements also include any other statements that do not refer to historical facts.
By their nature, forward-looking statements are based on assumptions and subject to inherent risks and uncertainties. There is a risk that the Merger and the offering of the Convertible Debentures may be delayed, cancelled, suspended or terminated. This could cause future results to differ materially from the forward-looking statements made in this press release.
Statements of past performance should not be construed as an indication of future performance. Forward-looking statements involve significant risks and uncertainties, should not be construed as guarantees of future performance or results, and will not necessarily be precise indications of whether or not such results will be achieved. A number of factors, including those discussed above, could cause actual results to differ materially from the results discussed in the forward-looking statements. All forward-looking statements made in this press release are qualified in their entirety by these cautionary statements.
Readers are cautioned not to place undue reliance on these forward-looking statements. Forward-looking information is provided as of the date of this press release and, except as required by law, neither Vertex nor Cordy Oilfield undertakes to publicly update or revise any forward-looking statements. Forward-looking statements are provided herein for the purpose of providing information about the proposed issuance of Convertible Debentures and the use of proceeds. Readers are cautioned that this information may not be suitable for other purposes.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Vertex Resource Group Ltd.
For further information: Terry Stephenson, CEO of Vertex: Tel. : 780-464-3295, Email: [email protected]