PTRVF - Avila Energy Corporation announces the signing of a Non-Binding Letter of Intent with Insight Acquisition Corp to combine with the Company

(TheNewswire)

Calgary, Alberta – TheNewswire - January 26, 2023 - Avila Energy Corporation(CSE:VIK) (" Avila " or the" Company ") announces the signing on January 24, 2023 of apreliminary non-binding Letter of Intent (the “ LOI ”) with Insight Acquisition Corp. (NYSE: INAQ.U)(“ IAC ”), a Delaware corporatio n and a Special Purpose AcquisitionCompany, pursuant to which IAC has agreed to combine with the Companyin a transaction that assumes an enterprise value of the combinedcompany of U.S. $185,280,000 and will result in the combined companybeing publicly listed for trading on a major stock exchange in theUnited States, subject to exchange approval (the “ Transaction ”). TheTransaction remains subject to the approval of the boards of directorsand stockholders of each of IAC and the Company, as well as othercustomary closing conditions, including negotiation and execution of adefinitive business combination agreement for the Transaction (the“ Definitive BusinessCombination Agreement ”), which may or may notoccur.  The parties to the LOI have agreed to negotiate the terms ofa Transaction, including a Definitive Business Combination Agreement,on an exclusive basis through February 24, 2023, at which point IACmay extend such term for an additional 15 calendar days.  The partiesmay also further extend such term on a mutually agreeable basis. Avila will issue a subsequent news release with terms once aDefinitive Business Combination Agreement has been signed.

While non-binding and subject to change, the LOIcontemplates terms of the Transaction which may include:

• The Company or a newly-formed company affiliated withthe Company will combine with IAC so that all of the issued andoutstanding securities of the Company and IAC will be exchanged forshares of the Surviving Company (as defined below) based on a fullydiluted enterprise value of the Surviving Company of U.S.$185,280,000.  The Transaction, which will constitute the de-SPACtransaction of IAC, is expected to close later this year (the“ Closing ”).

• There are 111,437,322 issued and outstanding Class Acommon shares of the Company (basic) and 185,725,972 common shares (“ CompanyShares ) outstanding on a fully-diluted basis(assuming the planned conversion of all currently-outstandingwarrants, 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 thencurrent shareholders of Avila and shareholders and participatingparties of IAC including Burkhan LLC, and Insight Acquisition SponsorLLC (the “ Sponsor ”).  The Sponsor is the currentsponsor of IAC.

• IAC currently has approximately U.S. $241,200,000 intrust.  In connection with the Closing, the shareholders of IAC willbe entitled to seek redemption of any outstanding public shares, inexchange for a pro rata portion of such trust proceeds.  Any proceedsthat remain in trust following such redemption will be available tothe Surviving Company at the Closing.

• It is anticipated that the current shareholders ofAvila will, excluding any additional financing that may be raised inconnection with the Transaction and before considering any redemption of the IAC shareholders, hold approximately68% of the issued shares of the Surviving Company upon Closing of theTransaction.

• No minimum cash condition or other required financingis expected to be a condition to Closing the Transaction.  However,the parties may consider one or more financing alternatives, includinga convertible note financing, to provide additional working capitalfor the Company following the Closing. In addition, Burkhan LLC isexpected to provide IAC with working capital funding at the time ofsigning a Definitive Business Combination Agreement.

• The final structuring of the Transaction shall besubject to receipt of corporate, securities and tax advice for bothAvila and IAC and Closing of the Transaction shall be subject tosuccessful negotiation and signing of the Definitive BusinessCombination Agreement and  satisfaction of Burkhan LLC’s obligationto provide Sponsor working capital funding at the time of signing andClosing  (the “ DefinitiveAgreements ”), as well as approval by Canadianand US securities regulators, approval by theIAC shareholders of an extension of the time by which they mustconsummate an initial business combination, listing approval by aUnited States exchange and approval by theboards 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 ofwhich shall be appointed by persons designated by Avila, includingthree independent directors, and Leonard Van Betuw will remain the CEOand Chairman of the Board of the Surviving Company.

• Avila has agreed to fully cooperate with IAC in thepreparation of all documents required to be filed with the UnitedStates Securities and Exchange Commission (including all exhibits andamendments thereto), or any other regulatory body, in connection withthe Transaction; the intent being that following the Closing theshares of the Surviving Company will be listed for trading on a majorstock exchange in the U.S.

• As part of the Transaction, employment agreements areexpected to be entered into between current members of Avilamanagement and the Surviving Company, which will also provide for agrant of shares of the Surviving Company to be made to certain persons(all to be named and are to include employee executives, such asLeonard Van Betuw) based on stock price performance on an earnoutstructure to be agreed upon between the parties.

About, Avila EnergyCorporation

The Company is an emerging CSE listed corporationtrading under the symbol (‘VIK’), and in combination with anexpanding portfolio of 100% Owned and Operated oil and natural gasproduction, pipelines and facilities is a licensed producer, explorer,and developer of energy in Canada.   The Company, through theimplementation of a closed system of carbon capture and sequestrationand an established path underway towards the material reduction of Tier 1, Tier 2, and Tier 3 emissions, continues to work towardsbecoming a VerticallyIntegrated low-cost CarbonNeutral Energy Producer. The Company continues to grow and achieve its results by focusingon the application of a combination of proven geological, geophysical,engineering, and production techniques.

About, Insight AcquisitionCorp.

Insight Acquisition Corp. is a special purposeacquisition company formed solely to effect a merger, capital stockexchange, asset acquisition, stock purchase, reorganization, orsimilar business combination with one or more businesses.  InsightAcquisition Corp. is sponsored by Insight Acquisition Sponsor LLC.

For further information, please contact:

Ronnie Shporer, Investor Relations, North America or

Peter Nesveda, Investor Relations, International or

Leonard B. Van Betuw, President & CEO of Avila Energy Corporation.

Emails: Ronnie Shporer: ron.s@avilaenergy.com

Peter Nesveda: peter@intuitiveaustralia.com.au

Leonard B. Van Betuw: leonard.v@avilaenergy.com

ON BEHALF OF THE BOARD

Leonard B. Van Betuw

President & CEO

Cautionary and Forward-LookingStatements

Certain information set forth inthis news release contains "forward-looking statements" withrespect to the proposed business combination between the Company andIAC. Forward-looking statements may generally be identified by the useof words such as “believe,” “may,” “will,” “estimate,”“continue,” “anticipate,” “intend,” “expect,”“should,” “would,” “plan,” “project,” “forecast,”“predict,” “potential,” “seem,” “seek,” “future,”“outlook,” “target” or other similar expressions (or thenegative versions of such words or expressions) that predict orindicate future events or trends or that are not statements ofhistorical matters. Forward-looking statements are predictions,projections, and other statements about future events that are basedon current expectations and assumptions and, as a result, are subjectto risks and uncertainties that could cause the actual results todiffer materially from the expected results. These statements arebased on various assumptions, whether or not identified in thiscommunication. These forward-looking statements are provided forillustrative purposes only and are not intended to serve as, and mustnot be relied on by an investor as, a guarantee, an assurance, aprediction, or a definitive statement of fact or probability. Manyactual events and circumstances are beyond the control of the Companyand IAC.

All statements in this news release,other than statements of ?historical facts, that address events ordevelopments that the Company expects to occur, are forward-lookingstatements, ?including, but not limited to entrance into a BusinessCombination Agreement, the occurrence of and the anticipated date ofclosing of the Transaction, the availability of financing for theTransaction and IAC at the time of signing, and the post-Closinggovernance of the Surviving Company. By their nature, forward-lookingstatements are subject to numerous risks and uncertainties, some of?which are beyond the Company’s and IAC’s control, includingcompletion of customary due diligence with respect to the Transaction,negotiation of the definitive documentation including the BusinessCombination Agreement, approval of the Transaction by Company and IACshareholders, approval by the IAC shareholders of an extension of thetime by which they must consummate an initial business combination,listing approval by a United States exchange and the impact of generaleconomic conditions, ?industry conditions, the regulatoryenvironment, volatility of commodity prices, currency fluctuations,environmental risks, operational risks, ?competition from otherindustry participants and stock market volatility. Although theCompany and IAC believe that the ?expectations in itsforward-looking statements are reasonable, its forward-lookingstatements have been based ?on factors and assumptions concerningfuture events which may prove to be inaccurate. Those factors and?assumptions are based upon currently available information. Suchstatements are subject to known and ?unknown risks, uncertaintiesand other factors that could influence actual results or events andcause actual ?results or events to differ materially from thosestated, anticipated or implied in the forward-looking statements.?Accordingly, readers are cautioned not to place undue reliance on theforward-looking statements, as no ?assurance can be provided as tofuture results, levels of activity or achievements. Risks,uncertainties, ?material assumptions and other factors that couldaffect actual results are discussed in the Company’s publicdisclosure documents available at www.sedar.com and IAC’s public disclosure documentsavailable through the EDGAR filing system at www.sec.gov. Furthermore,the forward-looking ?statements contained in this document are madeas of the date of this document and, except as required by?applicable law, neither the Company nor IAC undertake anyobligation to publicly update or to revise any of the ?includedforward-looking statements, whether as a result of new information,future events or otherwise. The ?forward-looking statementscontained in this document are expressly qualified by this cautionarystatement.?

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