Brookfield Asset Management Inc.

Brookfield Asset Management Inc.

July 31, 2008 19:14 ET

Tricap Provides Equity Financing to Insignia Energy Ltd.

CALGARY, ALBERTA--(Marketwire - July 31, 2008) - Tricap Partners Ltd. ("Tricap") announced today that it has made available aggregate equity financing of up to $67 million to Insignia Energy Ltd. (formerly Flagship Energy Inc. ("Flagship")) (TSX VENTURE:ISN) (the "Corporation") and has agreed to backstop an additional $10 million from the exercise of warrants (the "Arrangement Warrants") issued to former Flagship shareholders in connection with a plan of arrangement involving, among others, the Corporation and Tricap. The arrangement was completed on July 31, 2008.

Under the terms of the financing, Tricap has agreed to convert $27 million aggregate principal amount of debt owed by the Corporation into common shares of the Corporation ("Common Shares") at a deemed price of $6.80 per Common Share and has also acquired an aggregate of 735,294 units ("Units") of the Corporation for total cash consideration of approximately $15 million by way of a private placement. Each Unit is comprised of three Common Shares and five special voting shares of the Corporation ("Special Voting Shares"). The terms of the Special Voting Shares provide that the Corporation has the right to require Tricap to surrender for cancellation all or a portion of the Special Voting Shares and purchase the same number of such cancelled Special Voting Shares in Common Shares at a price of $6.80 per Common Share at any time up to and including July 31, 2009 (the "Expiry Date"), for total cash consideration of $25 million (assuming all available Common Shares are purchased); similarly, Tricap has the right to surrender for cancellation all or a portion of the Special Voting Shares and purchase the same number of such cancelled Special Voting Shares in Common Shares at a price of $6.80 per Common Share at any time up to and including the Expiry Date.

As a result of these transactions, Tricap holds 6,176,471 Common Shares of the Corporation, representing 55.55% of the currently issued and outstanding Common Shares, prior to the exercise of any Arrangement Warrants, and 100% of the Special Voting Shares. In the event that all of the Special Voting Shares were to be cancelled and Tricap were to purchase all the available Common Shares as a result of such cancellation, Tricap would hold 9,852,941 Common Shares of the Corporation, representing 66.59% of the currently issued and outstanding Common Shares, prior to the exercise of any Arrangement Warrants.

In addition to the above financing, Tricap has also agreed to backstop the exercise of up to 1,470,587 Arrangement Warrants issued to former Flagship shareholders for total proceeds of up to $10 million. Each Arrangement Warrant allows the holder thereof to acquire one Common Share at a price of $6.80 per Common Share until September 4th, 2008. Any Arrangement Warrants not exercised by this date will be exercised by Tricap under the same terms.

Tricap has acquired the Common Shares for investment purposes only. Tricap intends to review, on a continuous basis, various factors related to its investment, including (but not limited to) the price and availability of the securities of the Corporation, subsequent developments affecting the Corporation or its business, and general market and economic conditions. Based upon these and other factors, Tricap may decide to purchase additional securities of the Corporation or may decide in the future to sell all or part of its investment.

For additional information, or for a copy of the early warning report filed in respect of the above transaction, please contact:



Jim Reid
Tricap Partners Ltd.
Suite 1700, 335-8th Avenue SW
Calgary Alberta T2P 1C9
tel: (403) 770-7215


Tricap Partners Ltd. was established by Brookfield Asset Management to provide a source of patient, long-term capital and strategic assistance to mid-market companies based in North America. With strong industry and financial management expertise, Tricap is well positioned to assist companies in building value over the long term.

NOTE: This press release contains forward-looking information and other "forward-looking statements" within the meaning of certain securities laws including Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, the "safe harbour" provisions of the United States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations. The words "will" and "expected" and other expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements. Although Tricap believes that the anticipated actions expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors which may cause the actual outcome to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information. Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include: economic and financial conditions; the behaviour of financial markets including fluctuations in interest and exchange rates. We caution that the foregoing list of important factors that may affect future results is not exhaustive. The company undertakes no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the contents of this news release.

Contact Information

  • Tricap Partners Ltd.
    Jim Reid
    (403) 770-7215