Cardinal Energy Ltd. Announces Notice of Redemption of 8.00% Convertible Debentures
February 04 2021 - 7:26PM
Cardinal Energy Ltd. ("
Cardinal" or the
"
Company") (TSX: CJ; CJ.DB.A) is pleased to
announce that it is issuing a notice of redemption to holders of
its currently outstanding $28,207,000 8.00% Convertible Unsecured
Subordinated Debentures due December 31, 2022 (the
"
Debentures"). The Debentures are not subject to a
pre-payment penalty.
As set out in the notice of redemption, Cardinal
will redeem, as of March 11, 2021 ("Redemption
Date"), all of the aggregate principal amount of the
Debentures for cash. On the Redemption Date, Cardinal will pay the
aggregate principal amount of the Debentures (being $1,000 for each
Debenture) plus all accrued and unpaid interest thereon to but
excluding the Redemption Date (less any tax required to be
deducted) (collectively, the "Redemption Price").
The Debentures are listed on the Toronto Stock Exchange (the
"TSX") under the symbol "CJ.DB.A" (CUSIP
14150GAB9).
Holders of the Debentures have the right to
convert their Debentures, at their option, into common shares of
Cardinal ("Cardinal Shares") at a conversion price
of $1.25 per Cardinal Share at any time prior 5:00 p.m. Toronto
time on March 10, 2021. A holder electing to convert the principal
amount of their Debentures will receive approximately 800 Cardinal
Shares per $1,000 principal amount of Debentures converted plus a
cash payment for accrued unpaid interest up to, but excluding, the
date of conversion (less any tax required to be deducted). No
fractional shares will be issued on conversion but, in lieu
thereof, the Company will pay the cash equivalent thereof
determined on the basis of the Current Market Price (as defined in
the Indenture governing the Debentures) of the Cardinal Shares on
the date of conversion. As all of the Debentures were issued in
"book-entry only" form and are held by CDS Clearing and Depository
Services Inc., beneficial holders of Debentures must contact their
broker, dealer, bank, trust company or other nominee to exercise
their right to convert their Debentures.
The redemption of the Debentures will be funded
in whole or in part through the issuance of up to $26,884,423
principal amount of unsecured subordinated non-convertible notes
(the "Notes") which will be issued at a 0.5%
discount to the face value based on the maximum financing size for
total maximum net proceeds of up to $26,750,000 (the
"Redemption Financing"). The amount of Notes to be
issued will be dependent on the actual principal amount of
Debentures outstanding on the Redemption Date, after giving effect
to conversions, if any, occurring prior to the Redemption Date. The
Notes will bear interest at 8% per annum from funding until
September 30, 2021, and increasing to 9% per annum on October 1,
2021, to 10% per annum on April 1, 2022 and to 12% per annum on
September 30, 2022 (all interest will accrue quarterly in arrears
and be payable on the first business day following the last day of
each fiscal quarter). The Notes will not be subject to a
pre-payment penalty except in the case of a change of control. The
closing of the Redemption Financing is expected to occur on or
about the Redemption Date, and is subject to the approval of the
TSX and certain other funding conditions.
The Redemption Financing is being provided
solely by certain insiders (or companies controlled by them) of the
Company, some of whom also hold an aggregate of $720,000 principal
amount of Debentures. Insider participation in the Redemption
Financing will be "related party transactions" within the meaning
of Multilateral Instrument 61-101 - Protection of Minority Security
Holders in a Special Transaction ("MI 61-101").
The Redemption Financing is not subject to the formal valuation
requirements of MI 61-101 and is exempt from the minority approval
requirements pursuant to sections 5.7(1)(a) and (f) of MI
61-101.
Forward Looking Information
Certain statements contained in this press
release constitute forward-looking information including, without
limitation, anticipated timing of the Redemption Date, anticipated
completion of the Redemption Financing on the terms and timing
contemplated and the amount of and anticipated use of proceeds. The
use of any of the words "anticipate", "continue", "expect",
"intend", "may", "will", "project", "should", "believe" and
"confident" and similar expressions are intended to identify
forward-looking information. These statements involve known and
unknown risks, uncertainties and other factors including the risk
that the conditions to closing will not be satisfied and that that
closing will not occur which may cause actual results or events to
differ materially from those anticipated in such forward-looking
information.
Cardinal believes that the expectations
reflected in such forward-looking information are reasonable but no
assurance can be given that these expectations will prove to be
correct and such forward-looking information included in this press
release should not be unduly relied upon. These statements speak
only as of the date of this press release. Cardinal undertakes no
obligation to publicly update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, except as expressly required by applicable securities
laws.
About Cardinal Energy Ltd.
One of Cardinal's goals is to continually
improve our Environmental, Safety and Governance mandate and
operate our assets in a responsible and environmentally sensitive
manner. As part of this mandate, Cardinal injects and conserves
more carbon than it emits making us one of the few Canadian energy
companies to have a negative carbon footprint.
Cardinal is a Canadian oil focused company with
operations focused on low decline light, medium and heavy quality
oil in Western Canada.
For further information: M.
Scott Ratushny, CEO or Shawn Van Spankeren, CFO or Laurence Broos,
VP Finance Email: info@cardinalenergy.ca Phone: (403) 234-8681
Website: www.cardinalenergy.ca
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