Petrus Resources Announces Fully Backstopped Rights Offering
24 März 2022 - 10:30PM
Petrus Resources Ltd. (TSX:PRQ) ("
Petrus" or the
"
Corporation") is pleased to announce that it has
filed today a rights offering circular (the "
Rights
Offering Circular") and related notice of rights offering
(the "
Notice of Rights Offering") with the
securities regulatory authorities in each of the provinces and
territories of Canada in connection with an offering (the
"
Rights Offering") of rights
("
Rights") to acquire common shares of Petrus
("
Common Shares") for gross
proceeds of approximately $20 million.
Pursuant to the Rights Offering, each eligible
registered holder of Common Shares as at the close of business
on March 31, 2022 (the "Record Date") will receive
one (1) Right for each Common Share held. 7.214653 Rights plus the
sum of $1.35 will entitle the holder to subscribe for one (1)
Common Share. The Rights issued under the Rights Offering will be
evidenced by direct registration system advices (each, a
"Rights DRS"), and will expire at 5:00 p.m.
(Toronto time) on April 26, 2022 (the "Expiry
Date"), after which time unexercised Rights will be void
and of no value. The Rights Offering includes an additional
subscription privilege under which eligible holders of Rights who
fully exercise their Rights will be entitled to subscribe for
additional available Common Shares.
The Common Shares will trade on the Toronto
Stock Exchange ("TSX") on an "ex-rights" basis.
The Rights will be listed for trading on the TSX under the symbol
"PRQ.RT" commencing on March 30, 2022 and will be de-listed from
the TSX at 12:00 p.m. (Toronto time) on the Expiry Date.
In connection with the Rights Offering, the
Corporation has entered into a standby purchase agreement (the
"Standby Purchase Agreements") with each of its
major shareholders, being Don Gray, Stuart Gray and Glen Gray
(collectively, the "Stand-By Guarantors"). Each of
the Standby-by Guarantors has agreed, subject to the satisfaction
of certain conditions, to fully exercise his basic subscription
privilege to purchase his pro rata share of the Common Shares
offered pursuant to the Rights Offering and to acquire his pro rata
share of all other Common Shares offered pursuant to the Rights
Offering that are not acquired on the exercise of Rights held by
shareholders other than the Stand-By Guarantors. As a result, the
Rights Offering will be fully backstopped by the Stand-By
Guarantors. As of the date hereof, the Stand-By Guarantors
collectively own approximately 70.8% of the Corporation's issued
and outstanding Common Shares. If the standby commitment is
utilized in full because no other shareholders exercise Rights, the
Stand-By Guarantors will collectively own approximately 74.4% of
the issued and outstanding Common Shares on completion of the
Rights Offering.
The Notice of Rights Offering and related Rights
DRS will be mailed to all eligible registered shareholders as of
the close of business on the Record Date. Eligible registered
shareholders wishing to exercise their Rights must forward a
completed Rights DRS, together with the applicable funds, to
Odyssey Trust Company, the rights agent of the Corporation, on or
before the Expiry Date. Shareholders who own their Common Shares
through an intermediary, such as a bank, trust company, securities
dealer or broker, will receive materials and instructions from
their intermediary.
Closing of the Rights Offering is expected to
occur on or about April 29, 2022. The net proceeds of the
Rights Offering will be used to repay amounts drawn under the
Corporation's senior secured credit facility as further detailed in
the Rights Offering Circular.
The Rights Offering is part of a larger strategy
continuing the restructuring of the Corporation's debt to provide
more long-term stability. Despite having other viable financing
alternatives available, the Corporation moved forward with the
Rights Offering because Petrus continues to enjoy strong support
from existing shareholders who see significant value in the
Corporation and recognize the important contributions Alberta's
energy sector makes to the overall quality of life in North
America. Through the Rights Offering, Petrus is providing its
shareholders an additional opportunity to participate in the
Corporation's potential upside.
Further details concerning the Rights Offering,
including the details of the Standby Purchase Agreements, are
contained in the Notice of Rights Offering and Rights Offering
Circular available on the Corporation's SEDAR profile
at www.sedar.com.
This press release is not an offer of securities
of the Corporation for sale in the United States. The Rights and
Common Shares issuable on exercise of the Rights have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and the Rights and Common Shares may not be offered or
sold in the United States except pursuant to an applicable
exemption from such registration. No public offering of securities
is being made in the United States.
For inquiries please contact:
Ken GrayPresident and Chief Executive OfficerT: 403-930-0889E:
kgray@petrusresources.com
Website: www.petrusresources.com
About Petrus
Petrus is a public Canadian oil and gas company
focused on property exploitation, strategic acquisitions and
risk-managed exploration in Alberta.
Reader Advisories
Forward looking information: Certain information
set forth in this news release, including: matters relating to the
timing and completion of the Rights Offering, the proceeds to be
raised pursuant to the Rights Offering, the use of proceeds from
the Rights Offering, our strategy to restructure our debt to
provide long-term stability, the availability of alternative
financing alternatives, and the Corporation's potential upside, is
considered forward-looking information, and necessarily involve
risks and uncertainties, certain of which are beyond Petrus'
control. Such risks include but are not limited to: the receipt of
all necessary regulatory and third party approvals; the risk that
the Rights Offering is not completed in the manner and timeframes
contemplated herein (or at all) due to the termination of the
Standby Purchase Agreements or otherwise; the risk that the
Corporation may reallocate the net proceeds from the Rights
Offering; the risk that we are not able to restructure all of our
debt before it matures and/or that other financing alternatives are
not available on acceptable terms or at all; and the risk that the
Corporation's potential upside does not materialize. Actual
results, performance or achievements could differ materially from
those expressed in, or implied by, the forward-looking information
and, accordingly, no assurance can be given that any events
anticipated by the forward-looking information will transpire or
occur, or if any of them do so, what benefits that Petrus will
derive therefrom. With respect to forward-looking information
contained herein, the Corporation has made certain assumptions,
including that: the Standby Purchase Agreements will not be
terminated and that the Stand-By Guarantors will comply with their
obligations thereunder; the timely receipt of any required
regulatory approvals; that the Corporation will be able to deploy
the net proceeds from the Rights Offering as anticipated; and that
the Corporation will be able to refinance its credit facility
before it matures with the proceeds of the Rights Offering and
alternative financing sources. Additional information on these and
other factors that could affect Petrus are included in reports on
file with Canadian securities regulatory authorities, including
under the heading "Risk Factors" in the Rights Offering Circular
and in the Corporation's most recent annual information form, and
may be accessed through the SEDAR website (www.sedar.com).
Furthermore, the forward-looking information contained in this news
release are made as of the date of this document, and Petrus does
not undertake any obligation to update publicly or to revise any of
the included forward looking information, whether as a result of
new information, future events or otherwise, except as may be
expressly required by applicable securities law.
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