TSX: TVE
CALGARY, April 28, 2021 /CNW/ - Tamarack Valley Energy
Ltd. ("Tamarack" or the "Company") (TSX: TVE)
announces it has received written consents from shareholders
holding a majority of the issued and outstanding common shares of
Tamarack ("Tamarack Shares") approving the Company's
previously announced acquisition of Anegada Oil Corp.
("Anegada"), a privately held pure play Charlie Lake light-oil producer (the
"Acquisition").
As partial consideration for the Acquisition, Tamarack will
issue 105,341,880 Tamarack Shares to the shareholders of Anegada.
As a result, upon closing of the Acquisition, the former
shareholders of Anegada will own or control, directly or
indirectly, approximately 26% of the issued and outstanding
Tamarack Shares1. No new insiders will be created as a
result of the Acquisition and no insiders of Tamarack have any
direct or indirect interest in the Acquisition.
In accordance with the policies of the Toronto Stock Exchange
(the "TSX"), the approval of Tamarack's shareholders is
required for the Acquisition as it will result in the issuance of
greater than 25% of the issued and outstanding Tamarack Shares as
calculated on the date of announcement of the Acquisition. Tamarack
has now received written consents from shareholders holding in
excess of 51% of the issued and outstanding Tamarack Shares
indicating that such shareholders consent to, and approve, the
Acquisition, including the issuance of 105,341,880 Tamarack Shares
pursuant to the Acquisition. As a result, Tamarack will not hold
the special meeting of its shareholders that it anticipated would
be held on May 28, 2021.
Tamarack and Anegada have made the necessary filings with the
Competition Bureau under the Competition Act (Canada) with respect to the Acquisition and,
as the Competition Bureau is treating the Acquisition as a
"non-complex" transaction, it is anticipated that the required
approval will be received on or about May 4,
2021. Following receipt of the Competition Act approval, the
parties intend to work expeditiously towards closing the
Acquisition and anticipate closing the Acquisition on or about
May 31, 2021.
For additional information relating to the Acquisition see
Tamarack's press release dated April 12,
2021, which is available on SEDAR at
www.sedar.com.
About Tamarack Valley Energy Ltd.
Tamarack is an oil and gas exploration and production company
committed to long-term growth and the identification, evaluation
and operation of resource plays in the Western Canadian Sedimentary
Basin. Tamarack's strategic direction is focused on two key
principles: (i) targeting repeatable and relatively predictable
plays that provide long-life reserves; (ii) using a rigorous,
proven modeling process to carefully manage risk and identify
opportunities; and (iii) operating as a responsible corporate
citizen with a focus on environmental, social and governance (ESG)
commitments and goals. The Company has an extensive inventory of
low-risk, oil development drilling locations focused primarily in
the Cardium, Clearwater and Viking
fairways in Alberta that are
economic over a range of oil and natural gas prices. With this type
of portfolio and an experienced and committed management team,
Tamarack intends to continue delivering on its strategy to maximize
shareholder returns while managing its balance sheet.
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1 Representing approximately 35% of
the issued and outstanding Tamarack Shares as of the initial
announcement of the Acquisition on April 12, 2021, on an undiluted
basis.
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READER ADVISORIES
This press release is not an offer of the securities for
sale in the United States. The
securities offered have not been, and will not be, registered under
the U.S. Securities Act or any U.S. state securities laws and may
not be offered or sold in the United
States absent registration or an available exemption from
the registration requirement of the U.S. Securities Act and
applicable U.S. state securities laws. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities, in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
Forward Looking Information
This press release contains certain forward-looking information
(collectively referred to herein as "forward-looking statements")
within the meaning of applicable Canadian securities laws.
Forward-looking statements are often, but not always, identified by
the use of words such as "guidance", "outlook", "anticipate",
"target", "plan", "continue", "intend", "consider", "estimate",
"expect", "may", "will", "should", "could" or similar words
suggesting future outcomes. More particularly, this press release
contains statements concerning: Tamarack's business strategy,
objectives, strength and focus; the Acquisition; satisfaction or
waiver of the closing conditions to the Acquisition, including
receipt of required regulatory approvals for the completion of the
Acquisition (including approval of the TSX and the Commissioner of
Competition pursuant to the Competition Act (Canada).
The forward-looking statements contained in this document are
based on certain key expectations and assumptions made by Tamarack,
including relating to the receipt of all approvals and satisfaction
of all conditions to the completion of the Acquisition and
Tamarack's ability to execute its plans and strategies.
Although management considers these assumptions to be reasonable
based on information currently available, undue reliance should not
be placed on the forward-looking statements because Tamarack can
give no assurances that they may prove to be correct. By their very
nature, forward-looking statements are subject to certain risks and
uncertainties (both general and specific) that could cause actual
events or outcomes to differ materially from those anticipated or
implied by such forward-looking statements. These risks and
uncertainties include, but are not limited to: counterparty risk to
closing the Acquisition; risks associated with the oil and gas
industry in general (e.g. operational risks in development,
exploration and production; and delays or changes in plans with
respect to exploration or development projects or capital
expenditures); commodity prices; the uncertainty of estimates and
projections relating to production, cash generation, costs and
expenses; health, safety, litigation and environmental risks;
access to capital; and the COVID-19 pandemic. Due to the nature of
the oil and natural gas industry, drilling plans and operational
activities may be delayed or modified to react to market
conditions, results of past operations, regulatory approvals or
availability of services causing results to be delayed. Please
refer to the annual information form for the year ended
December 31, 2020 and management's
discussion and analysis for the year ended December 31, 2020 (the "MD&A") for additional
risk factors relating to Tamarack, which can be accessed either on
Tamarack's website at www.tamarackvalley.ca or under the Company's
profile on www.sedar.com.The forward-looking statements contained
in this press release are made as of the date hereof and the
Company does not undertake any obligation to update publicly or to
revise any of the included forward-looking statements, except as
required by applicable law. The forward-looking statements
contained herein are expressly qualified by this cautionary
statement.
SOURCE Tamarack Valley Energy