/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
CALGARY, AB, Aug. 31, 2021 /CNW/ - (TSX: PMT) –
Perpetual Energy Inc. ("Perpetual" or the "Company") is pleased to
announce the results of its special meeting of Perpetual
shareholders to consider the Plan of Arrangement under the
Business Corporations Act (Alberta) (the "Plan of
Arrangement") involving Perpetual, the shareholders of
Perpetual and Rubellite Energy Inc. ("Rubellite").
Special Meeting of Shareholders
Today Perpetual received the overwhelming approval of its
shareholders for the Plan of Arrangement at a special meeting of
Perpetual shareholders held to consider the Plan of Arrangement,
among other things (the "Meeting"). The Arrangement was approved by
99.78% of the votes cast by Perpetual shareholders present in
person or represented by proxy at the Meeting and no shareholders
exercised their dissent rights. The Rubellite Incentive Plan was
approved with 99.39% of the votes cast in favor of the Rubellite
Incentive Plan resolution.
The detailed results of the vote for the Arrangement resolution
and Rubellite Incentive Plan resolution at the Meeting held earlier
today in Calgary, Alberta are set
out below.
Resolution
|
Votes
For
|
%
For
|
Votes
Against
|
%
Against
|
Abstain
|
%
Abstain
|
Total
Shares
Voted
|
% of Shares
Outstanding
|
Arrangement
|
43,914,305
|
99.78
|
97,954
|
0.22
|
0
|
0.000
|
44,012,259
|
68.35
|
Rubellite Incentive
Plan
|
43,742,216
|
99.39
|
270,043
|
0.61
|
0
|
0.000
|
44,012,259
|
68.35
|
Final Court Order
Subsequent to the Meeting, Perpetual made application for a
final order of the Court of Queen's Bench of Alberta (the "Court") to approve the
Arrangement (the "Arrangement Hearing"). No Perpetual shareholder,
security holder or creditor served notice of intention to appear.
As previously announced, notices of intention to appear were
received from PricewaterhouseCoopers Inc. ("PwC"), in its capacity
as the Trustee in bankruptcy of Sequoia Resources Corp. ("Sequoia")
and the Orphan Well Association ("OWA") and briefs had been filed
indicating that the parties oppose the application for approval of
the Plan of Arrangement. Both PwC and the OWA did appear at the
Arrangement Hearing and both PwC and the OWA opposed the Plan of
Arrangement. Following submissions and oral arguments, the Court
adjourned to consider the evidence and formulate its
determination.
ADDITIONAL INFORMATION
About Perpetual
Perpetual is an oil and natural gas exploration, production and
marketing company headquartered in Calgary, Alberta. Perpetual owns a diversified
asset portfolio, including liquids-rich conventional natural gas
assets in the deep basin of West Central Alberta, heavy crude oil
and shallow conventional natural gas in Eastern Alberta, including undeveloped bitumen
leases in Northern Alberta and
prospective undeveloped acreage in the emerging Clearwater play fairway through Rubellite
Energy Inc. Additional information on Perpetual can be accessed at
www.sedar.com or from the Company's website at
www.perpetualenergyinc.com.
The Toronto Stock Exchange has neither approved nor disapproved
the information contained herein.
Forward-Looking Information
Certain information in this news release may constitute
forward-looking information or statements (together
"forward-looking information") under applicable securities laws.
The forward-looking information includes, without limitation,
statements with respect to: the timing of the final order from the
Court of Queen's Bench of Alberta
completion, and anticipated benefits of, the Plan of Arrangement
and the other transactions to Perpetual's shareholders and other
stakeholders, the anticipated success in defending the Sequoia
Litigation; and the anticipated timing for the completion of the
Plan of Arrangement; and other similar statements.
Forward-looking information is based on current expectations,
estimates and projections that involve a number of known and
unknown risks, which could cause actual results to vary and in some
instances to differ materially from those anticipated by Perpetual
and described in the forward-looking information contained in this
news release. In particular and without limitation of the
foregoing, material factors or assumptions on which the
forward-looking information in this news release is based include:
the successful completion of each of the Plan of Arrangement and
the other transactions, including obtaining necessary Court and
regulatory approvals, as applicable, and satisfying all other
conditions to completion within expected timelines; completion of
the Plan of Arrangement on the expected terms; anticipated benefits
to Perpetual's shareholders; the ability of Perpetual to continue
as a going concern in the event the Plan of Arrangement and the
other transactions are not completed; the ability of Rubellite to
successfully operate the Clearwater assets; forecast commodity prices
and other pricing assumptions; forecast production volumes based on
business and market conditions; foreign exchange rates; near-term
pricing and continued volatility of the market; Rubellite's and
Perpetual's capacity and continued operations; estimates of
quantities of crude oil from properties and other sources not
currently classified as proved; accounting estimates and judgments;
future use and development of technology and associated expected
future results; the ability to obtain regulatory approvals; the
successful and timely implementation of capital projects; ability
to general sufficient cash flow to meet current and future
obligations; estimated abandonment and reclamation costs, including
associated levies and regulations applicable thereto; Rubellite's
ability to operate under the management of Perpetual pursuant to
the management services agreement; the ability of Rubellite and
Perpetual to obtain and retain qualified staff and equipment in a
timely and cost-efficient manner, as applicable; the successful
listing of the Rubellite Shares and Arrangement Warrants on the
TSX; the retention of key properties; forecast inflation and other
assumptions inherent in Perpetual's current guidance and estimates;
the continuance of existing tax, royalty, and regulatory regimes;
the accuracy of the estimates of reserves volumes; ability to
access and implement technology necessary to efficiently and
effectively operate assets; and the ongoing and future impact of
the coronavirus on commodity prices and the global economy, among
others.
Undue reliance should not be placed on forward-looking
information, which is not a guarantee of performance and is subject
to a number of risks or uncertainties, including without limitation
those described herein and under "Risk Factors" in Perpetual's
Annual Information Form and MD&A for the year ended
December 31, 2020 and in other
reports on file with Canadian securities regulatory authorities
which may be accessed through the SEDAR website
(www.sedar.com) and at Perpetual's website
(www.perpetualenergyinc.com). In addition, defence
costs of legal claims such as the Sequoia Litigation can be
substantial, even with respect to claims that have no merit and due
to the inherent uncertainty of the litigation process, the
resolution of the Sequoia Litigation or the related opposition to
the Plan of Arrangement to which the Company has become subject
could have a material effect on the Company's financial position
and results of operations.
Readers are cautioned that the foregoing list of risk factors
is not exhaustive. Forward-looking information is based on the
estimates and opinions of Perpetual's management at the time the
information is released, and Perpetual disclaims any intent or
obligation to update publicly any such forward-looking information,
whether as a result of new information, future events or otherwise,
other than as expressly required by applicable securities
law.
SOURCE Perpetual Energy Inc.