Avila Energy Corporation Announces the Signing of a Non-Binding Letter of Intent With Insight Acquisition Corp To Combine With the Company

CALGARY, AB / ACCESSWIRE / January 26, 2023 / Avila Energy Corporation (CSE:VIK) ("Avila" or the "Company") announces the signing on January 24, 2023 of a preliminary non-binding Letter of Intent (the "LOI") with Insight Acquisition Corp. (INAQ.U) ("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. Avila will issue a subsequent news release with terms once a Definitive Business Combination Agreement has been signed.

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 parties of IAC including Burkhan LLC, and Insight Acquisition Sponsor LLC (the "Sponsor"). The Sponsor is the current sponsor of IAC.
• IAC currently has approximately U.S. $241,200,000 in trust. In connection with the Closing, the shareholders of IAC will be entitled to seek redemption of any outstanding public shares, in exchange for a pro rata portion of such trust proceeds. Any proceeds that remain in trust following such redemption will be available to the Surviving Company at the Closing.
• It is anticipated that the current shareholders of Avila will, excluding any additional financing that may be raised in connection with the Transaction and before considering any redemption of the IAC shareholders, hold approximately 68% of the issued shares of the Surviving Company upon Closing of the Transaction.
• No minimum cash condition or other required financing is expected to be a condition to Closing the Transaction. However, the parties may consider one or more financing alternatives, including a convertible note financing, to provide additional working capital for the Company following the Closing. In addition, Burkhan LLC is expected to provide IAC with working capital funding at the time of signing a Definitive Business Combination Agreement.
• The final structuring of the Transaction shall be subject to receipt of corporate, securities and tax advice for both Avila and IAC and Closing of the Transaction shall be subject to successful negotiation and signing of the Definitive Business Combination Agreement and satisfaction of Burkhan LLC's obligation to provide Sponsor working capital funding at the time of signing and Closing (the "Definitive Agreements"), as well as approval by Canadian and US securities regulators, approval by the IAC shareholders of an extension of the time by which they must consummate an initial business combination, listing approval by a United States exchange and approval by the boards of directors and shareholders of IAC and Avila, as applicable.
• The Board of Directors of the Surviving Company is expected to consist of seven persons, five of which shall be appointed by persons designated by Avila, including three independent directors, and Leonard Van Betuw will remain the CEO and Chairman of the Board of the Surviving Company.
• Avila has agreed to fully cooperate with IAC in the preparation of all documents required to be filed with the United States Securities and Exchange Commission (including all exhibits and amendments thereto), or any other regulatory body, in connection with the Transaction; the intent being that following the Closing the shares of the Surviving Company will be listed for trading on a major stock exchange in the U.S.
• As part of the Transaction, employment agreements are expected to be entered into between current members of Avila management and the Surviving Company, which will also provide for a grant of shares of the Surviving Company to be made to certain persons (all to be named and are to include employee executives, such as Leonard Van Betuw) based on stock price performance on an earnout structure to be agreed upon between the parties.

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