Source: GlobeNewswire (MIL-OSI)
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR
DISSEMINATION IN UNITED STATES
CALGARY, Alberta, Oct. 08, 2024 (GLOBE NEWSWIRE) — Pieridae Energy Limited (“Pieridae” or the “Company”) (TSX: PEA) is pleased to announce the successful completion of its previously announced equity rights offering (the “Rights Offering”) to eligible holders of its common shares (the “Common Shares”) of record at the close of business on September 9, 2024. The Rights Offering expired at 3:00 p.m. MDT on October 2, 2024, with the rights trading on the Toronto Stock Exchange (“TSX”) under the symbol “PEA.RT” and having been de-listed on that date.
At closing, Pieridae issued an aggregate of 118,476,306 Common Shares pursuant to the Rights Offering and the Standby Commitment (as described below) at a price of $0.2448 per Common Share (the “Subscription Price”) for aggregate gross proceeds of approximately $29 million. Following closing, Pieridae has 290,387,642 Common Shares issued and outstanding.
The Rights Offering resulted in 37,818,913 Common Shares issued pursuant to the exercise of rights under the basic subscription privilege and 61,251,034 Common Shares issued under the additional subscription privilege, for a total of 99,069,947 Common Shares issued to shareholders pursuant to the Rights Offering.
As previously announced, in connection with the Rights Offering, the Company entered into a standby purchase agreement (the “Standby Purchase Agreement”) with Alberta Investment Management Corporation (“AIMCo”), an existing shareholder of Pieridae, pursuant to which AIMCo agreed to fully exercise its basic subscription privilege under the Rights Offering and to purchase up to an additional 77,625,434 Common Shares not otherwise subscribed for under the Rights Offering (the “Standby Commitment”). In addition to fully exercising its basic subscription privilege for 24,498,749 Common Shares and its additional subscription privilege for 58,219,075 Common Shares, AIMCo acquired 19,406,359 Common Shares pursuant to the Standby Commitment. Following closing of the Rights Offering, AIMCo owns approximately 47% of Pieridae’s issued and outstanding Common Shares. Shareholder approval was not required in respect of AIMCo becoming a control person of Pieridae because it acquired Common Shares in accordance with the rights offering exemption under Section 2.1 of National Instrument 45-106 – Prospectus Exemptions, and because the Subscription Price was at a “significant discount” to the closing price of the Common Shares on the TSX on August 26, 2024, being the last trading day prior to the announcement of the Rights Offering.
To the knowledge of the Company after reasonable inquiry, insiders of Pieridae, including AIMCo, acquired 25,900,176 Common Shares under the basic subscription privilege and 59,879,790 Common Shares under the additional subscription privilege. To the knowledge of the Company after reasonable inquiry, no person that was not an insider of the Company before the Rights Offering became an insider as a result of the Rights Offering.
Pieridae intends to use the aggregate net proceeds from the Rights Offering and Standby Commitment to repay indebtedness, for working capital and general corporate purposes, and to fund certain value-accretive optimization projects.
“We are very pleased with the results of the Rights Offering and the Standby Commitment, which resulted in approximately $29 million equity proceeds for the Company. This is a strong endorsement by participating Pieridae shareholders in favour of our E&P and midstream strategy”, commented Darcy Reding, the Company’s President and Chief Executive Officer.
Pursuant to the terms of the Standby Purchase Agreement, Pieridae has also entered into an investor rights agreement (the “Investor Rights Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with AIMCo, each effective as of the date hereof. Copies of the Investor Rights Agreement and Registration Rights Agreement will be made available under Pieridae’s profile on SEDAR+ at http://www.sedarplus.ca.
Details of the Rights Offering and the Standby Commitment are set out in Pieridae’s Rights Offering notice and Rights Offering circular (the “Circular”), which are available under Pieridae’s profile on SEDAR+ at http://www.sedarplus.ca.
There are no selling fees or commissions payable in connection with the Rights Offering. There is no fee payable to AIMCo in respect of the Standby Commitment; however, the Company has agreed to pay the reasonable out-of-pocket costs and expenses incurred by AIMCo in connection with the Standby Purchase Agreement and the Rights Offering.
The Common Shares issued upon exercise of the rights have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the “United States” or to “U.S. persons” (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended). This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. There shall be no sale of the securities in any jurisdiction in which an offer to sell, a solicitation of an offer to buy, or a sale would be unlawful.
ADVISORS
Peters & Co. Limited acted as exclusive financial advisor to Pieridae with respect to the Rights Offering. Norton Rose Fulbright Canada LLP acted as Pieridae’s legal advisor.
ABOUT PIERIDAE
Pieridae is a Canadian energy company headquartered in Calgary, Alberta. The Company is a significant upstream producer and midstream custom processor of natural gas, natural gas liquids, condensate, and sulphur from the Canadian Foothills and adjacent areas in Alberta and in northeast British Columbia. Pieridae’s vision is to provide responsible, affordable natural gas and derived products to meet society’s energy security needs. Pieridae’s Common Shares trade on the TSX under the symbol “PEA”.
For further information, visit http://www.pieridaeenergy.com, or please contact:
| Darcy Reding, President & Chief Executive Officer |
Adam Gray, Chief Financial Officer |
| Telephone: (403) 261-5900 |
Telephone: (403) 261-5900 |
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| Investor Relations |
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| investors@pieridaeenergy.com |
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Forward-Looking Statements
Certain of the statements contained herein may constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities laws (collectively “forward-looking statements”). Words such as “may”, “will”, “should”, “could”, “would”, “intend”, “future”, “vision”, “strategy”, “prospect” and other similar words and expressions may be used to identify the forward-looking statements contained herein. These statements reflect management’s current beliefs and are based on information currently available to management. Forward-looking statements contained herein include, without limitation: the intended use of proceeds from the Rights Offering and the Standby Commitment; the anticipated benefits of the Rights Offering and the Standby Commitment; the Company’s E&P and midstream strategy; and the Company’s vision to provide responsible, affordable natural gas and derived products.
Forward-looking statements involve significant risk and uncertainties. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements including, but not limited to, the risks associated with oil and gas exploration, development, exploitation, production, processing, marketing and transportation, loss of markets, volatility of commodity prices, currency fluctuations, imprecision of resources estimates, environmental risks, competition from other producers, incorrect assessment of the value of acquisitions, failure to realize the anticipated benefits of acquisitions, delays resulting from or inability to obtain required regulatory approvals, and ability to access sufficient capital from internal and external sources. These and other risk factors are discussed in more detail under “Risk Factors” and elsewhere in Pieridae’s Annual Information Form for the year ended December 31, 2023 and under “Risk Factors” in the Circular, copies of which are available on the Company’s profile on SEDAR+ at http://www.sedarplus.ca.
Forward-looking statements are based on a number of factors and assumptions which have been used to develop such forward-looking statements, but which may prove to be incorrect. Although Pieridae believes that the expectations reflected in such forward-looking statements are reasonable, undue reliance should not be placed on forward-looking statements because Pieridae can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this document, assumptions have been made regarding, among other things: the impact of increasing competition; the general stability of the economic and political environment in which Pieridae operates; the ability of Pieridae to obtain and retain qualified staff, equipment and services in a timely and cost efficient manner; the ability of the operator of the projects which Pieridae has an interest in to operate the field in a safe, efficient and effective manner; the ability of Pieridae to obtain financing on acceptable terms; the ability to replace and expand oil and natural gas resources through acquisition, development and exploration; the timing and costs of pipeline, storage and facility construction and expansion and the ability of Pieridae to secure adequate product transportation; future oil and natural gas prices; currency, exchange and interest rates; the regulatory framework regarding royalties, taxes and environmental matters in the jurisdictions in which Pieridae operates; timing and amount of capital expenditures; future sources of funding; production levels; weather conditions; success of exploration and development activities; access to gathering, processing and pipeline systems; advancing technologies; and the ability of Pieridae to successfully market its oil and natural gas products.
Readers are cautioned that the foregoing list of assumptions and risk factors is not exhaustive. Additional information on these and other factors that could affect Pieridae’s operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR+ website (www.sedarplus.ca), and at Pieridae’s website (www.pieridaeenergy.com).
Although the forward-looking statements contained herein are based upon what management believes to be reasonable assumptions, management cannot assure that actual results will be consistent with these forward-looking statements. Investors should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date hereof and Pieridae assumes no obligation to update or review them to reflect new events or circumstances except as required by applicable securities laws.
Forward-looking statements contained herein concerning the oil and gas industry and Pieridae’s general expectations concerning this industry are based on estimates prepared by management using data from publicly available industry sources as well as from reserve reports, market research and industry analysis and on assumptions based on data and knowledge of this industry which Pieridae believes to be reasonable. However, this data is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While Pieridae is not aware of any misstatements regarding any industry data presented herein, the industry involves risks and uncertainties and is subject to change based on various factors.
Neither TSX nor its Regulation Services Provider (as that term is defined in policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.
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