CALGARY, AB, Dec. 17, 2021 /CNW/ - Tenaz Energy Corp.
("Tenaz" or the "Company") (TSXV: TNZ) is pleased to
announce the closing of its previously announced (see the Company's
news release dated November 8, 2021)
rights offering (the "Rights Offering") of rights of the
Company (the "Rights"), which expired at 4:00 p.m. (Calgary time) on December 13, 2021. Tenaz is also pleased to
announce that it will now proceed with its previously announced
Share Consolidation (as defined below).
Rights Offering
Under the Rights Offering, holders of Rights purchased an
aggregate of 10,179,840 common shares of Tenaz ("Common
Shares") at a subscription price of $0.18 per Common Share for aggregate gross
proceeds of approximately $1.8
million. The net proceeds of the Rights Offering will be
used by Tenaz for general corporate purposes, capital expenditures
and the acquisition of global oil and gas assets.
To the knowledge of Tenaz, insiders of Tenaz (being John Chambers, David
Burghardt and Travis
Stephenson) subscribed for and received an aggregate of
218,425 Common Shares pursuant to the Rights Offering. All
other Rights holders, as a group, subscribed for
9,961,415 Common Shares pursuant to the Rights Offering. There
was no additional subscription privilege or stand-by commitment
under the Rights Offering. To the knowledge of Tenaz, no person
became an insider as a result of the Rights Offering.
Upon closing of the Rights Offering, a total of 283,980,814
Common Shares were issued and outstanding. The Rights Offering
remains subject to the final acceptance of the TSX Venture Exchange
(the "TSXV"). No fees or commission were paid in
connection with the Rights Offering, however, Tenaz incurred
approximately $0.1 million of
expenses in connection with the Rights Offering.
Share Consolidation
Tenaz will now proceed with the previously announced
consolidation of its outstanding Common Shares (the "Share
Consolidation") on the basis of one new Common Share for every
ten existing Common Shares (the "Consolidation Ratio"). The
Consolidation Ratio was determined by the Company's board of
directors in accordance with the parameters authorized by the
Company's shareholders at the special meeting of shareholders held
on October 7, 2021. The Share
Consolidation will become effective on December 23, 2021, and the Common Shares are
expected to commence trading on the TSXV on a post-consolidation
basis on or about December 24, 2021.
Completion of the Share Consolidation remains subject to the
approval of the TSXV.
Following the Share Consolidation, the number of outstanding
Common Shares will be reduced from 283,980,814 outstanding
Common Shares to approximately 28,398,074 outstanding Common
Shares. The Common Shares will continue to be listed on the TSXV
under the symbol "TNZ". Following the Share Consolidation, the new
freely tradeable CUSIP and ISIN numbers for the Common Shares will
be 88034V304 and CA88034V3048, respectively.
No fractional Common Shares will be issued as a result of the
Share Consolidation. Any fractional interest in Common Shares that
would otherwise result from the Share Consolidation will be rounded
down to the next whole Common Share.
The number and exercise prices of the Company's outstanding
warrants and stock options will be adjusted to reflect the Share
Consolidation.
The Company's transfer agent, Odyssey Trust Company
("Odyssey"), will act as the exchange agent for the Share
Consolidation. Upon completion of the Share Consolidation, letters
of transmittal will be mailed to the Company's registered
shareholders. Registered shareholders are requested to submit their
share certificates or DRS statements, together with their completed
letters of transmittal, to Odyssey. Until surrendered, each share
certificate or DRS statement representing pre-consolidation Common
Shares will be deemed to represent the number of whole
post-consolidation Common Shares to which the shareholder is
entitled as a result of the Share Consolidation.
Beneficial shareholders who hold their Common Shares through
intermediaries (securities brokers, dealers, banks, financial
institutions, etc.) and who have questions regarding how the Share
Consolidation will be processed should contact their
intermediaries.
About Tenaz Energy Corp.
Tenaz is an energy company focused on the acquisition and
sustainable development of international oil and gas assets capable
of returning free cash flow to shareholders. In addition, Tenaz
conducts development of a semi-conventional oil project in the Rex
member of the Upper Mannville group at Leduc-Woodbend in central
Alberta.
READER ADVISORIES
Forward– looking
Information and Statements
This press release contains certain forward-looking information
and statements within the meaning of applicable securities laws.
The use of any of the words "expect", "anticipate", "budget",
"forecast", "continue", "estimate", "objective", "ongoing", "may",
"will", "project", "should", "believe", "plans", "intends",
"strategy" and similar expressions are intended to identify
forward-looking information or statements. In particular, but
without limiting the foregoing, this press release contains
forward-looking information and statements pertaining to: the use
of the net proceeds from the Rights Offering; details of the Share
Consolidation, including the timing and completion thereof and the
receipt of all regulatory approvals in connection therewith; the
date upon which post-consolidation Common Shares will begin trading
on the TSXV; the number of Common Shares outstanding following the
Share Consolidation and the Company's business strategy.
The forward-looking information and statements contained in this
press release reflect several material factors and expectations and
assumptions of the Company including, without limitation: the
timing and receipt of TSXV approval in respect of the Rights
Offering and the Share Consolidation, the continued performance of
the Company's oil and gas properties in a manner consistent with
its past experiences; that the Company will continue to conduct its
operations in a manner consistent with past operations; the general
continuance of current industry conditions; the continuance of
existing (and in certain circumstances, the implementation of
proposed) tax, royalty and regulatory regimes; the accuracy of the
estimates of the Company's reserves and resource volumes; certain
commodity price and other cost assumptions; the continued
availability of oilfield services; and the continued availability
of adequate debt and equity financing and cash flow from operations
to fund its planned expenditures. The Company believes the material
factors, expectations and assumptions reflected in the
forward-looking information and statements are reasonable, but no
assurance can be given that these factors, expectations, and
assumptions will prove to be correct.
The forward-looking information and statements included in this
press release are not guarantees of future performance and should
not be unduly relied upon. Such information and 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 information or statements
including, without limitation: changes in commodity prices; changes
in the demand for or supply of the Company's products;
unanticipated operating results or production declines; changes in
tax or environmental laws, royalty rates or other regulatory
matters; changes in development plans of the Company or by third
party operators of the Company's properties, increased debt levels
or debt service requirements; inaccurate estimation of the
Company's oil and gas reserve and resource volumes; limited,
unfavorable or a lack of access to capital markets; increased
costs; a lack of adequate insurance coverage; the impact of
competitors; and certain other risks detailed from time to time in
the Company's public documents.
The forward-looking information and statements contained in this
press release speak only as of the date of this press release, and
the Company does not assume any obligation to publicly update or
revise them to reflect new events or circumstances, except as may
be required pursuant to applicable laws.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Tenaz Energy Corp.
