Avila Energy Corporation announces the signing of a Non-Binding Letter of Intent with Insight Acquisition Corp to combine with the Company

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[{"type":"text","content":"CALGARY, Alberta, Jan. 26, 2023 (GLOBE NEWSWIRE) -- Avila Energy Corporation (CSE:VIK) (\"Avila\" or the \"Company\") announces the signing of a preliminary non-binding Letter of Intent (the “LOI”) with Insight Acquisition Corp. (“IAC”), a Delaware corporation and a Special Purpose Acquisition Company, pursuant to which IAC has agreed to combine with the Company in a transaction that assumes an enterprise value of the combined company of U.S. $185,280,000 and will result in the combined company being publicly listed for trading on a major stock exchange in the United States, subject to exchange approval (the “Transaction”). The Transaction remains subject to the approval of the boards of directors and stockholders of each of IAC and the Company, as well as other customary closing conditions, including negotiation and execution of a definitive business combination agreement for the Transaction (the “Definitive Business Combination Agreement”), which may or may not occur. The parties to the LOI have agreed to negotiate the terms of a Transaction, including a Definitive Business Combination Agreement, on an exclusive basis through February 24, 2023, at which point IAC may extend such term for an additional 15 calendar days. The parties may also further extend such term on a mutually agreeable basis. While non-binding and subject to change, the LOI contemplates terms of the Transaction which may include: The Company or a newly-formed company affiliated with the Company will combine with IAC so that all of the issued and outstanding securities of the Company and IAC will be exchanged for shares of the Surviving Company (as defined below) based on a fully diluted enterprise value of the Surviving Company of U.S. $185,280,000. The Transaction, which will constitute the de-SPAC transaction of IAC, is expected to close later this year (the “Closing”).There are 111,437,322 issued and outstanding Class A common shares of the Company (basic) and 185,725,972 common shares (“Company Shares”) outstanding on a fully-diluted basis (assuming the planned conversion of all currently-outstanding warrants, convertible securities and options of the Company).The Transaction will create a surviving company (the “Surviving Company”), the shareholders of which will be composed of the then current shareholders of Avila and shareholders and participating pa...

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