Obsidian Energy Announces Completion of Oversubscribed $25.9 Million Prospectus Financing
18 November 2021 - 2:40PM
OBSIDIAN ENERGY LTD. (TSX – OBE, OTCQX – OBELF)
("
Obsidian Energy", the
"
Company", "
we",
"
us" or "
our") is pleased to
announce it has closed its previously announced marketed public
offering of subscription receipts (the "
Subscription
Receipts") at a price of $4.40 per Subscription Receipt
for aggregate gross proceeds of approximately $25.9 million (the
"
Offering"). The Offering was conducted on a "best
efforts" agency basis by Raymond James Ltd. and Stifel Nicolaus
Canada Inc. (together, the "
Agents"). The Agents
exercised in full the 15 percent over-allotment option granted to
them in conjunction with today's closing of the Offering.
Each Subscription Receipt represents the right
to receive one common share of Obsidian Energy (a "Common
Share") without payment of additional consideration or
further action on the part of the holder and upon satisfaction of
the Escrow Release Conditions (as defined below). The Company will
use the net proceeds from the Offering to facilitate financing part
of the purchase price (the "Purchase Price") under
the previously announced proposed acquisition (the
"Acquisition") of the remaining 45 percent
non-operated working interest in the Company's Peace River Oil
Partnership from its partner (the "Vendor")
pursuant to the terms of a definitive agreement entered into
between the parties (the "Acquisition Agreement").
Given that the Offering was oversubscribed, and the over-allotment
option was exercised in full, all of the Purchase Price will be
paid in cash and no Common Shares will be issued to the Vendor.
Subject to the satisfaction of conditions precedent thereto,
closing of the Acquisition is expected to occur on or about
November 24, 2021, and in any event, no later than December 31,
2021. Details of the Acquisition and related matters can be found
in Obsidian Energy's final short form prospectus dated November 12,
2021 (the "Prospectus").
The gross proceeds from the sale of Subscription
Receipts pursuant to the Offering will be held in escrow pending
the completion of the Acquisition. If all conditions to the
completion of the Acquisition are satisfied or waived (other than
facilitating funding the portion of the Purchase Price to be
financed with the net proceeds of the Offering) and Obsidian Energy
has confirmed the same to the Agents before 5:00 p.m. (Calgary
time) on December 31, 2021 (the "Escrow Release
Conditions"), the net proceeds from the sale of the
Subscription Receipts will be released from escrow to Obsidian
Energy or as it may direct. If: (i) the Acquisition is not
completed at or before 5:00 p.m. (Calgary time) on December 31,
2021; (ii) the Acquisition Agreement is terminated in accordance
with its terms; or (iii) the Company advises the Agents or formally
announces to the public by way of a news release or otherwise that
it does not intend to proceed with the Acquisition, then the
purchase price for the Subscription Receipts will be returned pro
rata to subscribers, together with a pro rata portion of interest
earned on the escrowed funds.
It is anticipated that the Subscription Receipts
will be listed and posted for trading on the Toronto Stock Exchange
(the "TSX") under the symbol "OBE.R".
READER ADVISORIES
This news release is not an offer of the
securities for sale in the United States. The securities offered
have not been, and will not be, registered under the
United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any U.S. state securities
laws and may not be offered or sold in the United States absent
registration or an available exemption from the registration
requirement of the U.S. Securities Act and applicable U.S. state
securities laws. This news release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any
sale of these securities, in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
FORWARD-LOOKING AND CAUTIONARY
STATEMENTS
This news release contains forward-looking
statements and forward-looking information within the meaning of
applicable securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "objective", "ongoing",
"may", "will", "project", "should", "believe", "plans", "intends"
and similar expressions are intended to identify forward-looking
information or statements. More particularly and without
limitation, this news release contains forward-looking statements
and information concerning the issuance of the Common Shares
underlying the Subscription Receipts, the anticipated listing of
the Subscription Receipts on the TSX and the satisfaction of
conditions to and completion of the Acquisition and the timing
thereof.
The forward-looking statements and information
are based on certain key expectations and assumptions made by
Obsidian Energy, including expectations and assumptions concerning
the receipt of all approvals and satisfaction of all conditions to
the completion of the Acquisition. Although Obsidian Energy
believes that the expectations and assumptions on which such
forward-looking statements and information are based are
reasonable, undue reliance should not be placed on the
forward-looking statements and information because Obsidian Energy
can give no assurance that they will prove to be correct. By its
nature, such forward-looking information is subject to various
risks and uncertainties, which could cause the actual results and
expectations to differ materially from the anticipated results or
expectations expressed. These risks and uncertainties include, but
are not limited to, fluctuations in commodity prices, changes in
industry regulations and political landscape both domestically and
abroad, the satisfaction of all conditions to the completion of the
Acquisition or the waiver thereof, foreign exchange or interest
rates, stock market volatility, impacts of the current COVID-19
pandemic and the retention of key management and employees. Readers
are cautioned that the foregoing lists of factors are not
exhaustive. Readers are cautioned that the assumptions used in the
preparation of such information, although considered reasonable at
the time of preparation, may prove to be imprecise and, as such,
undue reliance should not be placed on forward-looking information.
Obsidian Energy gives no assurance that any of the events
anticipated will transpire or occur, or if any of them do, what
benefits Obsidian Energy will derive from them. The forward-looking
statements contained in this news release are expressly qualified
by this cautionary statement. Except as required by law, the
Company does not undertake any obligation to publicly update or
revise any forward-looking statements. Readers should also
carefully consider the matters discussed under the heading "Risk
Factors" in the Prospectus and in Obsidian Energy's annual
information form for the year ended December 31, 2020, both of
which are available under Obsidian Energy's profile on SEDAR at
www.sedar.com.
Obsidian Energy Common Shares are listed on both
the TSX in Canada and the OTCQX Market in the United States under
the symbol "OBE" and "OBELF" respectively.
All figures are in Canadian dollars unless
otherwise stated.
CONTACT
OBSIDIAN
ENERGY
Suite 200, 207 - 9th
Avenue SW, Calgary, Alberta T2P 1K3Phone: 403-777-2500Toll Free:
1-866-693-2707Website: www.obsidianenergy.com;
Investor
Relations:
Toll Free:
1-888-770-2633E-mail: investor.relations@obsidianenergy.com
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