UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
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Item 3.02 Unregistered Sales of Equity Securities.
On January 19, 2023, six partners from Alpine Summit Energy Partners, Inc.'s (the "Company") fifth development partnership ("DP5") exercised the put right provided to such partners by DP5 regarding residual interests in their associated investment and elected to sell their remaining interest in DP5 for 499,794 Class B non-voting units of HB2 Origination, LLC (the "Units"). The Units are exchangeable on a one-for-one basis for Class A Subordinate Voting Shares of the Company (the "Subordinate Voting Shares").
Two of the DP5 partners, each of whom is considered to be an "insider" of the Company, are deemed to have exchanged their interest at a deemed value of US$5.23 per unit (which was the average closing price of the Subordinate Voting Shares on the NASDAQ Global Market for the five trading days prior to January 18, 2023), and the remaining four DP5 partners are deemed to have exchanged their interests at a deemed value of US$5.01 per unit (which was calculated with reference to the trailing 30 day share price and the allowable discounts permitted by the policies of the TSX Venture Exchange), for an aggregate deemed value of approximately US$2.5 million.
The Units and Subordinate Voting Shares will be issued in reliance upon the exemptions from registration afforded by Rule 506(b) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), because (i) the issuances were not made by general solicitation or advertising and (ii) the issuances were made only to "accredited investors" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ALPINE SUMMIT ENERGY PARTNERS, INC. | ||
| January 20, 2023 | By: | /s/ Darren Moulds |
| Name: | Darren Moulds | |
| Title: | Chief Financial Officer |