XML 102 R8.htm IDEA: XBRL DOCUMENT v3.23.1
GENERAL
12 Months Ended
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GENERAL [Text Block]

1. GENERAL

Description of Business

Alpine Summit Energy Partners, Inc. (formerly Red Pine Petroleum Ltd. ("Red Pine") (the "Company" or "Alpine Summit") was incorporated on July 30, 2008 under the Business Corporations Act (British Columbia) ("BCBCA"). On April 8, 2021, the Company entered into a Business Combination Agreement ("BCA") pursuant to which it agreed to complete the BCA with HB2 Origination LLC ("Origination") and changed its name to "Alpine Summit Energy Partners, Inc." upon completion of the BCA (described below).

The Company is engaged in oil and natural gas development, production, acquisition, and exploration activities in Texas through its controlled subsidiary Origination. The Company's operating activities are mainly focused in the Austin Chalk and Eagle Ford formations in the Giddings Field, as well as the Hawkville Field.

Reverse Takeover Agreement

On April 8, 2021, the Company, Origination, Alpine Summit Energy Partners Finco, Inc. (“Finco”), Red Pine Petroleum Subco Ltd. (“Subco”) and Alpine Summit Energy Investors, Inc. (“Blocker”) entered into the BCA pursuant to which the parties agreed to complete a series of transactions to effect a combination between the Company (through its predecessor Red Pine Petroleum Ltd.) and Origination and that resulted in a reverse take-over (“RTO”) of the Company by the members of Origination.

The principal steps of this transaction were as follows:

(a) Finco issued subscription receipts (the "Subscription Receipts") for gross proceeds of approximately Canadian Dollars ("CAD") $7,500,000 (the "Finco Financing"), as described below.

(b) immediately prior to the closing of the BCA:

(i) the Company amended its articles to (A) reclassify its common shares as Subordinate Voting Shares ("SVS"), (B) create a new class of Multiple Voting Shares ("MVS") and a new class of Proportionate Voting Shares ("PVS"), and (C) change its name from "Red Pine Petroleum Ltd." to "Alpine Summit Energy Partners, Inc.";

(ii) each outstanding membership unit of Origination was split into three membership units of Origination ("Origination Member Units");

(iii) the Subscription Receipts converted into shares of Finco, with each subordinate voting subscription receipt converting to one Class A share of Finco, and each holder of a multiple voting subscription receipt converting to one Class B share of Finco.

(c) on closing of the BCA:

(i) the Company, Finco and Subco completed a three-cornered amalgamation under the BCBCA pursuant to which all Finco shareholders (including former holders of the Subscription Receipts) exchanged their (A) Class A shares of Finco for SVS; and (B) Class B shares of Finco for MVS, as applicable, in each case on a one-for-one basis, and Finco and Subco amalgamated, with the resulting entity ("Amalco") to continue as a wholly-owned subsidiary of the Company;

(ii) Amalco wound up into the Company, and the assets of Amalco (which consist of the funds invested by the holders of the Subscription Receipts, net of expenses) transferred to the Company by operation of law;

(iii) certain U.S. holders of Origination Member Units (other than Blocker) contributed their Origination Member Units to the Company in exchange for MVS, on a one hundred Origination Member Units for one MVS basis;

(iv) certain non-U.S. holders of Origination Member Units contributed their Origination Member Units to the Company in exchange for SVS, on a one Origination Member Unit for one SVS basis, subject to adjustment for any applicable withholding taxes;

(v) the Origination Member Units held by Blocker (the "Blocker Shares) were contributed to the Company in exchange for SVS on a one Blocker Share for three SVS basis;

(vi) a related party, being an officer, director and shareholder of Origination pre-closing of the BCA, and of Alpine Summit post-closing of the BCA, subscribed for 15,947.292 PVS carrying voting rights that would, in the aggregate, represent approximately 32.2% of the voting rights of the Company upon completion of the BCA on a fully diluted basis for a purchase price equivalent to their estimated fair market value of $128,213;

(vii) the Company used certain proceeds from the Finco Financing and the Origination Member Units received by it to subscribe for Blocker Shares, following which the proceeds of Finco Financing received by Blocker were contributed to Origination in exchange for Origination Member Units; and

(viii) Origination Member Units held by Blocker were re-designated as Class A voting units of Origination and Origination Member Units held by other remaining members of Origination were re-designated as Class B non-voting units of Origination.

The Finco Financing

On August 18, 2021, Finco completed a brokered private placement of the Subscription Receipts, consisting of an aggregate of 161,976 subordinate voting subscription receipts at a subscription price of CAD$4.01 per subscription receipt and 17,057 multiple voting subscription receipts at a subscription price of CAD$401.29 per subscription receipt for aggregate gross proceeds of approximately CAD$7,500,000 (net proceeds of US$5,499,832). Finco is a special purpose British Columbia company incorporated solely for the purpose of the Finco Financing.

The Finco Financing was completed pursuant to the terms of an agency agreement dated August 18, 2021 among Finco, the Company and Eight Capital ("Agent"), as lead agent and sole bookrunner. The Subscription Receipts are governed by the terms of the subscription receipt agreement (the "Subscription Receipt Agreement") dated August 18, 2021 among Finco, the Agent and Odyssey Trust Company in its capacity as subscription receipt agent.

Each subordinate voting subscription receipt and each multiple voting subscription receipt entitled the holder thereof to receive, upon automatic exchange in accordance with the terms of the Subscription Receipt Agreement, without payment of additional consideration or further act or formality on the part of the holder thereof, one Class A share of Finco and one Class B share of Finco, respectively, upon the satisfaction or waiver of the escrow release conditions at or before the escrow release deadline. Each Class A share of Finco was exchanged for one SVS and each Class B share of Finco was exchanged for one MVS upon completion of the BCA.

In connection with the Finco financing, the Agent was entitled to receive a cash commission of $21,002 and an advisory fee of $156,381 (collectively, the "Agent's Fees"). On closing of the Finco Financing, the Agent received payment of 50% of the Agent's Fees. The remaining 50% of the Agent's Fees were paid to the Agent upon the satisfaction of the escrow release conditions.

Reverse Takeover

On September 7, 2021, the Company completed the BCA (as described above). As a result, the former shareholders of Origination acquired control of the combined Company and, thereby the transaction constitutes a reverse recapitalization of Red Pine by Origination. The BCA is considered a purchase of the Red Pine's net assets by Origination.

As Red Pine did not qualify as a business in accordance with Accounting Standards Codification ("ASC") Topic 805 - Business Combinations, the BCA does not constitute a business combination. The BCA was accounted for as a reverse recapitalization as the equivalent of Origination issuing its equity for the net assets of the Company, accompanied by a recapitalization. Accordingly, all historical financial information presented in these consolidated financial statements represents the accounts of Origination and its wholly owned subsidiaries "as if" Origination was the predecessor to the Company. The shares and net loss per common share, prior to the BCA, have been adjusted to reflect the share exchange ratios established in the BCA.

As a part of the reverse takeover, the Company issued 534,384 SVS on September 7, 2021, for total consideration of $1,697,865 based on the Finco Financing value of CAD$4.01/SVS (US$3.18/SVS), for the Red Pine net assets, which were made up primarily of cash valued at $396,173. The difference between the fair value of the consideration issued and the net assets acquired was recorded in additional paid in capital.

Acquisition related costs of $1,567,967 were recognized as transaction costs in other income (expense) within the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2021, when the costs were incurred.