Avila Energy to list on Nasdaq through combination with Insight Acquisition

Avila Energy, a producer, explorer, and developer of energy in Western Canada, and Insight Acquisition Corp., a special purpose acquisition company, announced they have entered into a business combination agreement. Upon closing of the transaction, the combined company will continue to operate as "Avila Energy Inc." and intends to list on the Nasdaq Stock Market. Avila is a Canadian-based energy company with a diversified and growing portfolio of 100%-owned and operated wells, three oil and natural gas processing facilities and over 300 kms of gathering and sales pipelines, the company said in a statement. Under the business combination agreement, Insight will continue from the State of Delaware to the Province of Alberta and acquire Avila in an amalgamation pursuant to a court-approved plan of arrangement under Alberta law. Following the closing, the combined company will continue to operate as "Avila Energy Inc." and intends to list on the Nasdaq Stock Market. The board of directors of the combined company will consist of seven members, including five directors appointed by Avila and two directors appointed by Insight, and Leonard B. Van Betuw will remain the CEO and Chairman of the Board of the Resulting Company. A majority of the board will be independent under applicable stock exchange standards. Avila’s shareholders will exchange their existing securities, including common shares, options, warrants and debentures, into the combined company based on a conversion ratio as set forth in the business combination agreement. At the time of signing, the number of fully diluted common shares of Avila outstanding was 150,540,414 common shares that will be exchanged for 12,580,000 common shares priced on March 30, 2023 at US$10.30. Based on the pricing of US$10.30 per share on March 30, 2023, the market value of the combined Company is estimated to be US$192.6 million. In addition to the securities to be issued to Avila’s shareholders at closing, a pool of 7 million earnout shares will be issuable to certain directors, officers, employees, consultants and designees of Avila and Insight following the closing. The boards of directors of both Avila and Insight have unanimously approved the proposed business combination, which is expected to be completed in the third quarter of 2023.