(PIPE – TSX-V) Pipestone Energy Corp.
(“
Pipestone Energy” or the
“
Company”) announces that the management
information circular of the Company (the “
Information
Circular”) relating to the annual and special meeting (the
“
Meeting”) of the shareholders of Pipestone Energy
(the “
Shareholders”) which has been prepared by
the management of the Corporation in connection with the
solicitation of proxies to be voted at the Meeting to be held at
2:30 p.m. (Calgary time) on September 14, 2020 in the McMurray Room
at the Calgary Petroleum Club, 319 - 5th Avenue S.W., Calgary,
Alberta, Canada, and at any adjournments thereof, for the purposes
set forth in the Information Circular and the accompanying Notice
of Meeting (the “
Notice”), was delivered for
mailing to Shareholders on or about August 14, 2020. A summary of
the information Shareholders will need to attend the Meeting is
provided in the Information Circular and the Notice. Shareholders
are encouraged to review the Information Circular and Notice and to
vote at the Meeting in person or by proxy as instructed therein.
At the Meeting, one of the items of business
that Shareholders will be asked to consider and approve is the
proposed preferred share financing announced on August 5, 2020 (the
“Financing”) pursuant to subscription agreements
and backstop agreements that Pipestone Energy has entered into with
Riverstone V EMEA Holdings Cooperatief U.A.
(“Riverstone”), GMT Capital Corp. (“GMT
Capital”), and GMT Exploration Company LLC (“GMT
Exploration”) for expected proceeds to Pipestone Energy of
approximately $67 million, net of anticipated transaction costs. As
described in the Information Circular, on June 1, 2020, the board
of Directors of Pipestone Energy (the “Board”)
formed a special committee (the “Special
Committee”) of the Board comprised of directors John
Rossall (committee chair), Garth Braun and Gordon M. Ritchie, all
of whom are independent of management as well as Riverstone, GMT
Capital and GMT Exploration, to consider and negotiate the
Financing. The Board has authorized the granting of 25,000
restricted share units (“RSUs”) under the
Company’s long term incentive plan to each member of the Special
Committee as compensation for service on the Special Committee. The
RSUs were on issued on August 20, 2020 at $0.69 per share, being
the 5-day volume weighted average trading price of the Common
Shares following the announcement of the Company’s second quarter
results and the termination of the Company’s self-imposed blackout
period which ended on August 13, 2020. The award of RSUs is not
conditional on the closing of the Financing and will vest as to
one-third on each anniversary after issuance.
Shareholders are reminded that the Meeting will
be held in-person and not broadcast online. Registered Shareholders
and duly appointed proxyholders will be able to attend the Meeting,
ask questions and vote. Non-registered (or beneficial) Shareholders
who have not duly appointed themselves as proxyholder will be able
to attend the Meeting as guests, but will not be able to vote at
the Meeting. Shareholders who are unable to attend the Meeting in
person are requested to complete, date and sign their form of proxy
and return it to Pipestone Energy’s transfer agent, Computershare
Investor Services Inc., Proxy Dept., 100 University Avenue, 18th
Floor, Toronto, Ontario, M5J 2Y1, or by facsimile at
1-866-249-7775, so that it is received at least 48 hours, excluding
Saturdays, Sundays and holidays, before the Meeting or any
adjournments thereof. Registered Shareholders may also use the
internet site at www.investorvote.com to transmit their voting
instructions or vote by phone at 1-866-732-VOTE (8683) (toll free
within North America), or 1-312-588-4290 (outside North America).
Non-registered shareholders who receive the form of proxy and
voting instruction from through their brokers or other
intermediaries should complete and return the voting instruction
form in accordance with the instructions provided by their brokers
or intermediaries. For more information, see the Information
Circular and Notice.
Before attending the Meeting, Shareholders are
asked to please complete the COVID-19 Self-Assessment Test located
on the Alberta Health website
(https://myhealth.alberta.ca/Journey/COVID-19/Pages/Assessment.aspx).
If the test recommends that you be tested, or that you
self-isolate, you should not attend the Meeting. In addition, if
you feel unwell or have any symptoms of illness, you should not
attend the Meeting in person. For more information, please review
the Notice and Information Circular.
The Notice and Information Circular are also
available under the Company’s SEDAR profile at www.sedar.com.
Pipestone Energy Corp.
Pipestone Energy Corp. is an oil and gas
exploration and production company with its head office located in
Calgary, Alberta. The company is focused on developing its
pure-play condensate-rich Montney asset in the Pipestone area near
Grande Prairie. Pipestone Energy is committed to building long term
value for our shareholders and values the partnerships that it is
developing within its operating community. Pipestone Energy shares
trade under the symbol PIPE on the TSX Venture Exchange. For more
information, visit www.pipestonecorp.com.
Pipestone Energy Contacts:
Paul WanklynPresident and Chief Executive Officer(587)
392-8407paul.wanklyn@pipestonecorp.com |
Craig NieboerChief Financial Officer(587)
392-8408craig.nieboer@pipestonecorp.com |
|
|
Dan van KesselVP Corporate Development(587)
392-8414dan.vankessel@pipestonecorp.com |
|
|
|
Advisory Regarding Forward-Looking
Statements
In the interest of providing shareholders of
Pipestone Energy and potential investors information regarding
Pipestone Energy, this news release contains certain information
and statements (“forward-looking statements”) that constitute
forward-looking information within the meaning of applicable
Canadian securities laws. Forward-looking statements relate to
future results or events, are based upon internal plans,
intentions, expectations and beliefs, and are subject to risks and
uncertainties that may cause actual results or events to differ
materially from those indicated or suggested therein. All
statements other than statements of current or historical fact
constitute forward-looking statements. Forward-looking statements
are typically, but not always, identified by words such as
“anticipate”, “estimate”, “expect”, “intend”, “forecast”,
“continue”, “propose”, “may”, “will”, “should”, “believe”, “plan”,
“target”, “objective”, “project”, “potential” and similar or other
expressions indicating or suggesting future results or events.
Forward-looking statements are not promises of
future outcomes. There is no assurance that the results or events
indicated or suggested by the forward-looking statements, or the
plans, intentions, expectations or beliefs contained therein or
upon which they are based, are correct or will in fact occur or be
realized (or if they do, what benefits Pipestone Energy may derive
therefrom).
In particular, but without limiting the
foregoing, this news release contains forward-looking statements
pertaining to: the date of the Meeting of the shareholders of the
Company, the approval of the matters to be considered at the
Meeting, and the closing of the Financing and the net proceeds to
the Company therefrom.
Risks, uncertainties and other factors related
to the Financing and the Company are discussed in the Information
Circular and Pipestone Energy’s annual information form dated March
17, 2020, copies of which are available electronically on Pipestone
Energy’s SEDAR profile at www.sedar.com.
The forward-looking statements contained in this
news release are made as of the date hereof and Pipestone Energy
assumes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, unless required by applicable securities laws. All
forward-looking statements herein are expressly qualified by this
advisory.
TSX Venture Exchange
Disclaimer
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Pipestone Energy (TSXV:PIPE)
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