This joint press release is being issued pursuant to section 5.2 of National Instrument 62-104 -Take-Over Bids and Issuer Bids.
Amsterdam, Netherlands--(Newsfile Corp. - October 8, 2024) - As part of a reorganization of its holdings in Pulsar Helium Inc. (the "Issuer"), ABCrescent B.V. ("BV") disposed of and transferred to ABCrescent Coöperatief U.A. (the "Coöperatief"), an affiliate of BV, an aggregate of 15,500,000 common shares (the "Common Shares") of the Issuer and 15,500,000 common share purchase warrants (the "Warrants") of the Issuer (the "Transaction") for aggregate proceeds of Cdn$3,565,000 pursuant to the terms of a securities purchase agreement dated October 8, 2024. Each Warrant is exercisable for one additional Common Share at an exercise price of $0.36 per Common Share for a period of two years, expiring on January 17, 2026. BV held the Common Shares and Warrants on behalf of accounts fully managed by BV over which it had sole discretion. There was no change in beneficial ownership in the Common Shares and Warrants following the completion of the Transaction, as the Coöperatief continues to hold the Common Shares and Warrants on behalf of the same accounts which were fully managed by BV and over which the Coöperatief has sole discretion. The Transaction was completed pursuant to the "private agreement" exemption set forth in Section 4.2 of National Instrument 62-104.
Prior to the Transaction, (i) BV had control over 15,500,000 Common Shares, representing approximately 14.7% of the Issuer's outstanding Common Shares (or 31,000,000 Common Shares, representing approximately 25.7% of the Company's outstanding Common Shares on a partially diluted basis, assuming the exercise of BV's Warrants); and (ii) the Coöperatief did not own, nor exercise control or direction over, directly or indirectly, any Common Shares or securities of the Issuer.
Following the Transaction, (i) the Coöperatief had control over 15,500,000 Common Shares, representing approximately 14.7% of the Issuer's outstanding Common Shares (or 31,000,000 Common Shares, representing approximately 25.7% of the Company's outstanding Common Shares on a partially diluted basis, assuming the exercise of Coöperatief's Warrants); and (ii) BV did not own, nor exercise control or direction over, directly or indirectly, any Common Shares or securities of the Issuer.
The Transaction was conducted as part of a reorganization of BV's holdings in the Issuer. The Coöperatief acquired the Common Shares and Warrants on behalf of fully managed accounts for investment purposes only. Depending on market conditions and other factors, the Coöperatief may in the future take such actions in respect of its Issuer securityholdings as it deems appropriate.
A copy of the early warning reports in respect of BV and the Coöperatief in relation to the acquisition and disposition of the Common Shares and Warrants will be available under the Issuer's profile on SEDAR+ at www.sedarplus.ca, and may also be obtained by contacting:
ABCrescent B.V.
Prinsengracht 769A, 1017 JZ Amsterdam, The Netherlands
ABCrescent Coöperatief U.A.
Prinsengracht 769A, 1017 JZ Amsterdam, The Netherlands
The head office of BV is located at Prinsengracht 769A, 1017 JZ Amsterdam, The Netherlands. The head office of the Coöperatief is located at Prinsengracht 769A, 1017 JZ Amsterdam, The Netherlands.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/226084
