Our roundup of Canadian small-caps making news and on the move today.
TORC Oil & Gas Ltd. (TOG-T) said it has entered into an agreement to acquire high quality, light oil assets from Surge Energy Inc. which are complementary to its existing assets in southeast Saskatchewan for $430-million. The acquisition includes 4,750 barrels of oil equivalent per day of low decline, high netback, light oil producing assets in southeast Saskatchewan and Manitoba. In addition, the acquired assets include ownership of freehold mineral title on more than 80 net sections of land in southeast Saskatchewan.
In conjunction with the acquisition, TORC's cornerstone investor, the Canadian Pension Plan Investment Board, has committed to invest up to $150-million through a private placement of subscription receipts. In addition, TORC has entered into an agreement for a $250-million bought deal. The two financings together total gross proceeds of $400-million, the company said.
Surge said proceeds from the sale will initially be used to pay down debt, but will ultimately be "redeployed in accordance with management's capital allocation strategy." Surge estimates that the transaction will be greater than 20 per cent accretive to production per share, 15 per cent accretive to cash flow per share, and 15 per cent accretive to proven plus probable reserves per share, on a debt-adjusted basis.
West Face Capital Inc. has filed nominations for its proposed slate of directors to replace existing management at Gran Tierra Energy Inc.
The activist investor reiterated in a press release today that it believes the company is due for a strategic shift and a leadership change.
The current board is responsible for "chronic underperformance," which has resulted in a slide of the company's stock by almost 60 per cent over the past four years, it said.
West Face manages funds that hold approximately 9.8 per cent of Gran Tierra's outstanding shares. The activist investing firm is proposing six new directors, including Gary Guidry as a prospective new CEO. Mr. Guidry previously ran Caracal Energy Inc.
"We believe the current board of Gran Tierra is not aligned with shareholders' interests, lost its strategic focus, and failed to control overhead," said Thomas Dea, partner at West Face. "Our view is that the new proposed CEO and value-enhancing plan represent the best path forward for shareholders. It is time to fix GTE."
GLG Life Tech Corp. (GLG-T), which develops high-quality zero-calorie natural sweeteners, said the United States Food and Drug Administration has issued a "Letter of No Objection" for GLG's high-purity Rebaudioside D stevia extract where used as a general purpose sweetener. The company said this means confirms that the FDA has "no questions" with the product and it is "Generally Recognized As Safe."
Calloway Real Estate Investment Trust (CWT.UN-T) said it has closed its previously announced offering of 8,015,500 subscription receipts at a price of $28.70 per subscription receipt for gross proceeds of $230-million, which included the exercise of the over-allotment option.
"Calloway intends to use the net proceeds of the offering, to finance, in part, the purchase price for Calloway's previously announced acquisition of the SmartCentres platform from Mitchell Goldhar as part of a $1.16-billion transaction that will make Calloway a fully integrated real estate developer and operator by adding the SmartCentres platform for development, leasing, planning, engineering, architecture, and construction capabilities," the company said.
Discovery Air Inc. (DA.A-T) reported revenues of $190.8-million for the year ended Jan. 31, down from $213.5-million a year ago. The company posted a loss of $18.9-million, compared to a $18-million loss a year earlier. Revenue for the fourth quarter was $34.3-million, up from $32.6-million a year ago. The loss was $15.2-million, down from a year-ago loss of $21.4-million.
"Discovery Air generated improved financial results for our fourth quarter which is traditionally our slowest period in the fiscal year, and made significant inroads with long-term strategic initiatives," said CEO Jacob Shavit. "With a moderate increase in revenues, coupled with cost efficiency measures implemented as we adapted to existing market conditions, Discovery Air has positioned itself to capitalize on opportunities when market conditions improve."
Red Eagle Mining Corp. (RD-X) said its shares have been dual listed on the Santiago Stock Exchange Venture. Red Eagle Mining's shares trading on the SSEV will be denominated in Chilean Pesos under the symbol RDCL.
"Dual listing on the SSEV will allow Red Eagle Mining to not only access the capital markets in Chile, but also the capital markets in Colombia, Mexico and Peru through the Integrated Latin American Market, while strengthening our visibility in the region", said Ian Slater, co-founder and CEO.
Copper Mountain Mining Corp. (CUM-T) reported revenues of $71.5-million after pricing adjustments and treatment charges for the quarter ended March 31, 2015 from the sale of 21.5 million pounds of copper, 7,600 ounces of gold, and 92,700 ounces of silver. Year earlier revenues totalled $61.2-million. Adjusted earnings for the quarter were $4.3-million, or four cents per share, compared to $6.7-million or seven cents per share, a year ago.
Trident Gold Corp. (TTG-X) said that the filing of its audited consolidated financial statements for the 12 months ended Dec. 31, 2014 will be delayed past the April 30, 2015 deadline put forward by applicable securities laws.
The company said this is due to transitions of its chief executive officer and chief financial officer positions. Paul Harris has been appointed the company's new CEO, replacing Timothy Russell. And the company's new CFO is Robert Neill, replacing Manfred Kruger who was acting CFO. The company expects to file its statements by May 29.
Vancouver-based OncoGenex Pharmaceuticals Inc. (OGXI-Q) said its wholly owned subsidiary, OncoGenex Technologies Inc. is regaining rights to custirsen, an investigational compound currently in Phase 3 clinical development as a treatment for prostate and lung cancers, after ending an agreement with Teva Pharmaceuticals Ltd. (TEVA-N). "This transfer of rights occurs in connection with the termination of the 2009 collaboration agreement between OncoGenex and Teva," the company said.
"OncoGenex is excited to move forward with the clinical investigation of custirsen in patients with advanced cancers who desperately need new treatment options," said Scott Cormack, president and CEO of OncoGenex. "The finalization of this agreement gives OncoGenex control of custirsen's development, including the ability to move forward with plans to modify the ENSPIRIT trial design and statistical analysis plan to enable the trial to continue with fewer patients, increased confidence in success and shorter time to regulatory submission."
The agreement between the two parties to terminate the collaboration includes a $23.2-million payment from Teva, the company said.
Resverlogix Corp. (RVX-T) said it has entered into a Framework Agreement which sets forth the principal business terms for an equity investment and a license of RVX-208 to Shenzhen Hepalink Pharmaceutical Co. for China, Hong Kong, Taiwan and Macau.
RVX-208 is a "small molecule selective BET bromodomain inhibitor for the potential treatment of patients with cardiovascular disease, diabetes mellitus, Alzheimer's disease, peripheral artery disease, and chronic kidney disease."
Under the terms of the transaction, Hepalink will subscribe for 13.27-million Resverlogix common shares and 1-million common share purchase warrants, for aggregate proceeds of about $35-million, or $2.67 per unit.
In addition, Eastern Capital Ltd. will buy 5.6-million shares and 422,000 common share purchase warrants for $15-million. The combined equity investments total $50-million.
Under the license between Resverlogix and Hepalink, should RVX-208 reach certain annual sales milestones ranging from 500 million renminbi to RMB 10 billion, Resverlogix is eligible to receive sales-based milestone payments from Hepalink. "Total sales based milestones and royalty payments are estimated in excess of $400-million (U.S.), the company said.