Surge Energy Inc. (TSX:SGY) entered into an arrangement agreement to acquire Astra Oil Corp. for CAD 150 million on June 22, 2021. As per the transaction, consideration is payable by the issuance of Surge Energy Inc. common shares, and the assumption of approximately CAD 15 million of net debt. Pursuant to the plan of arrangement, AOC shareholders (other than Dissenting AOC Shareholders) will receive 3.1746 common shares in the capital of Surge (“Surge Shares”) for each AOC Share held (prior to and without assuming the completion of the Surge Share Consolidation). In conjunction with the Astra acquisition, Surge negotiated a new, CAD 215 million, single-tranche first lien revolving credit facility with the next bank review scheduled to be on or before November 30, 2021. In the event the Surge share consolidation is completed, AOC shareholders (other than dissenting AOC shareholders) will receive approximately 0.3735 Surge shares for each AOC Share (representing approximately 0.1176 Surge Shares for each Surge Share to be issued under the arrangement). Post-acquisition, former AOC Shareholders (including former holders of AOC Options and AOC Warrants which are expected to be exercised on a “cashless exercise” basis prior to the effective time of the Arrangement) will own approximately 38% of the outstanding Surge Shares. Pursuant to the arrangement agreement, Surge has agreed to pay AOC a termination fee in the amount of CAD 4.35 million (the “AOC Termination Amount”) in certain circumstances and AOC has also agreed to pay Surge a termination fee in the amount of CAD 4.35 million (the “Surge Termination Fee”) in certain circumstances. As of March 31, 2021, Astra Oil reported total assets of CAD 179.4 million, total common equity of CAD 125.7 million, net debt of CAD 16.44 million and total debt of CAD 53.62 million. The transaction is subject to approval of 66.67% shareholder of Astra, Stock Exchange Listing Approval, articles of arrangement, dissent rights, Surge Shareholder approval, the closing of the revisions to the Surge Credit Facilities, various third party approvals (including the Competition Act Approval), regulatory approval, receipt of court approval and All of the directors and executive officers of AOC and certain other AOC Shareholders (collectively, the “AOC Supporting Shareholders”) have entered into support agreements. The AOC and Surge Board unanimously approved the merger. Closing of the Arrangement is expected to occur shortly. The transaction is expected to close in August 2021. As of July 29, 2021, Surge Energy Inc. anticipates that this strategic acquisition will close on or about August 18, 2021. The transaction is 20 percent accretive to Surge Energy Inc.'s forecast 2022 debt-adjusted cash flow per share. Scotiabank, Inc., ATB Capital Markets Inc. and BMO Capital Markets acted as financial advisors and Michael Bennett of McCarthy Tétrault LLP acted as legal advisor to Surge Energy Inc. (TSX:SGY). National Bank Financial, Inc. acted as financial advisor and fairness opinion provider and P.L. (Lonny) Tetley of Burnet, Duckworth & Palmer LLP acted as legal advisor to Astra Oil Corp. Odyssey Trust Company acted as transfer agent to Surge. Surge Energy Inc. (TSX:SGY) completed the acquisition of Astra Oil Corp. for Approximately CAD 120 million on August 18, 2021. At the special meeting of Surge shareholders to approved the issuance of Surge Shares pursuant to the Acquisition, held on August 17, 2021. Scotiabank, Inc. has provided fairness opinion to Surge.