/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR
FOR DISSEMINATION IN THE UNITED
STATES/
CALGARY,
AB, March 5, 2024 /CNW/ - Journey Energy Inc.
(TSX: JOY) (the "Company" or "Journey") is pleased to
announce that it has entered into an agreement with Echelon Wealth
Partners Inc. (the "Underwriter") pursuant to which the
Underwriter has agreed to purchase, on a bought deal, private
placement basis, 38,000 senior unsecured convertible
debentures of the Company (the "Convertible Debentures",
each a "Convertible Debenture") at a price of
$1,000 per Convertible Debenture for
total gross proceeds of $38,000,000
(the "Offering"). The Offering is to be led by a group of
strategic U.S. institutional investors.
Each Convertible Debenture shall be convertible into common
shares of the Company (the "Common Shares") at a price of
$5.00 per share for a period of five
years following the Closing Date (as defined herein). The
Convertible Debentures will bear interest at a rate of 10.25% per
annum payable semi-annually in arrears on March 31 and September
30 in each year commencing September
30, 2024.
The Convertible Debentures will be direct, senior unsecured
obligations of the Company ranking pari passu with all other
current and future senior unsecured debt and other liabilities of
the Company, effectively subordinated to all current and future
secured debt and other liabilities of the Company to the extent of
the assets securing such debt and other liabilities and senior to
any future debt of the Company that is expressly subordinated to
the Convertible Debentures. The Convertible Debentures will not be
guaranteed by any subsidiary of the Company and will be
structurally subordinated to all current and future liabilities of
the Company's subsidiaries, including trade payables.
The Company intends to use the net proceeds of the Offering to
reduce existing indebtedness, fund its 2024 capital development
program, and for working capital and general corporate
purposes.
The Convertible Debentures will be sold to: (i) to investors in
each of the provinces of Canada,
excluding Quebec on a private
placement basis; (ii) Qualified Institutional Buyers in
the United States pursuant to Rule
144A; and (iii) investors resident in jurisdictions outside of
Canada and the United States to the extent mutually
agreed to by the Company and the Underwriters, in each case in
accordance with all applicable laws provided that no prospectus,
registration statement or similar disclosure document is required
to be filed in such foreign jurisdiction.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of securities in the United States. The securities have not
been and will not be registered under the U.S. Securities Act or
any state securities laws and may not be offered or sold within
the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
The Offering is expected to close on or about March 20, 2024, or such other date as the Company
and the Underwriters may agree (the "Closing Date"), and is
subject to customary closing conditions, including the approval of
the securities regulatory authorities and the TSX Exchange.
About
Journey is a Canadian exploration and production company focused
on oil-weighted operations in western Canada. Journey's
strategy is to grow its production base by drilling on its existing
core lands, implementing water flood projects, and by executing on
accretive acquisitions. Journey seeks to optimize its legacy
oil pools on existing lands through the application of best
practices in horizontal drilling and, where feasible, with water
floods.
Forward-Looking
Information
This press release contains forward-looking statements. The use
of any of the words "anticipate", "continue", "estimate", "expect",
"may", "will", "project", "should", "believe" and similar
expressions are intended to identify forward-looking statements.
These statements involve known and unknown risks, uncertainties and
other factors that may cause actual results or events to differ
materially from those anticipated in such forward-looking
statements.
More particularly, this press release contains forward- looking
statements concerning the anticipated terms of, use of net proceeds
from, and Closing Date of, the Offering.
The forward-looking statements are based on certain key
expectations and assumptions made by Journey. Although Journey
believes that the expectations and assumptions on which the
forward-looking statements are based are reasonable, undue reliance
should not be placed on the forward-looking statements because
Journey can give no assurance that they will prove to be correct.
Since forward-looking statements address future events and
conditions, by their very nature they involve inherent risks and
uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. These
include, but are not limited to, risks associated with the
condition of the global economy, including trade, public health
(including the impact of COVID-19) and other geopolitical risks;
risks associated with the oil and gas industry in general (e.g.,
operational risks in development, exploration and production;
delays or changes in plans with respect to exploration or
development projects or capital expenditures; the uncertainty of
reserve estimates; the uncertainty of estimates and projections
relating to production, costs and expenses, and health, safety and
environmental risks); commodity price and exchange rate
fluctuations and constraint in the availability of services,
adverse weather or break-up conditions; uncertainties resulting
from potential delays or changes in plans with respect to
exploration or development projects or capital expenditures.
Certain of these risks are set out in more detail in Journey's AIF
dated March 31, 2023 and in Journey's
MD&A for the year ended December 31,
2022, both of which have been filed on SEDAR+ and can be
accessed at www.sedarplus.ca.
The forward-looking statements contained in this press release
are made as of the date hereof and Journey undertakes no obligation
to update publicly or revise any forward-looking statements or
information, whether as a result of new information, future events
or otherwise, unless so required by applicable securities laws.
SOURCE Journey Energy Inc.
