CALGARY,
AB, Dec. 20, 2023 /CNW/ - Hammerhead
Energy Inc. ("Hammerhead" or the
"Corporation") (TSX: HHRS) (NASDAQ: HHRS) is
pleased to announce that today at its special meeting (the
"Meeting") of the holders (the "Shareholders") of
Class A common shares of Hammerhead (the "Common Shares"),
the Shareholders passed a special resolution (the "Arrangement
Resolution") approving a plan of arrangement under Section 193
of the Business Corporations Act (Alberta), pursuant to which Crescent Point
Energy Corp. ("Crescent Point") will acquire all of the
issued and outstanding Common Shares and the Corporation will
become a direct wholly owned subsidiary of Crescent Point.
Shareholders (other than dissenting Shareholders) will receive, for
each full Common Share held, $15.50
in cash and 0.5340 of a Crescent Point common share (the
"Arrangement").
The Arrangement Resolution was required to be approved by: (a)
at least 66⅔% of the votes cast by Shareholders present in person
or represented by proxy at the Meeting; and (b) a simple majority
of the votes cast by Shareholders present in person or represented
by proxy at the Meeting after excluding the votes cast by persons
whose votes may not be included in determining minority approval of
a "business combination" pursuant to Multilateral Instrument 61-101
– Protection of Minority Security Holders in Special
Transactions ("MI 61-101"), as further described in the
management information circular and proxy statement of the
Corporation dated November 17, 2023
(the "Information Circular").
A total of 84,442,061 Common Shares (approximately 88.02%
of the issued and outstanding Common Shares) were represented at
the Meeting in person or by proxy. The Arrangement Resolution was
approved by 100.00% of the votes cast by Shareholders, either in
person or by proxy at the Meeting, and by 100.00% of the votes cast
by Shareholders, either in person or by proxy at the Meeting, after
excluding the votes cast by persons whose votes may not be included
in determining minority approval of a "business combination"
pursuant to MI 61-101.
Hammerhead is also pleased to announce that today it received
final approval from the Court of King's Bench of Alberta for the Arrangement. Closing of the
Arrangement is expected to occur on or about December 21, 2023. It is expected that the Common
Shares will be delisted from the Nasdaq Capital Market (the
"NASDAQ") and the Toronto Stock Exchange (the "TSX")
following closing of the Arrangement, and Hammerhead will submit an
application to cease to be a reporting issuer in each of the
provinces of Alberta and
Ontario under National Policy
11-206 – Process for Cease to be a Reporting Issuer
Applications promptly upon the delisting of the Common
Shares.
For details of the voting results on the sole matter considered
at the Meeting, see Hammerhead's Report of Voting Results filed
pursuant to Section 11.3 of National Instrument 51-102 –
Continuous Disclosure Obligations on www.sedarplus.ca.
In order for Shareholders to receive the consideration to which
they are entitled pursuant to the Arrangement, registered
Shareholders are required to deposit the certificate(s) or direct
registration statement ("DRS") advice(s) (if any)
representing the Common Shares held by them along with the letter
of transmittal, validly completed and duly executed, and all other
documents required by the terms of the Arrangement and the letter
of transmittal, with Computershare Investor Services Inc. (the
"Depositary") at the address indicated on the last page of
the letter of transmittal. Registered Shareholders who do not
deposit a validly completed and duly executed letter of
transmittal, together with the certificate(s) or DRS advice(s)
representing their Common Shares and the other relevant documents,
will not receive the consideration to which they are otherwise
entitled pursuant to the Arrangement until the deposit of such
materials is made. Letters of transmittal were previously sent to
registered Shareholders with the materials of the Meeting.
Beneficial Shareholders (i.e. Shareholders whose Common Share are
held by an intermediary/broker) will receive the consideration
through their intermediary/broker. All questions, including any
request for another letter of transmittal, should be directed to
the Depositary, which can be contacted at 1-800-564-6253 (toll
free) or 1-514-982-7555 (outside North
America) or corporateactions@computershare.com.
The Information Circular is available on Hammerhead's profile on
SEDAR+ at www.sedarplus.ca, on Hammerhead's profile on the
Electronic Data Gathering, Analysis and Retrieval system (EDGAR) at
www.sec.gov and on Hammerhead's website at www.hhres.com.
Hammerhead is a Calgary,
Canada-based energy company, with assets and operations in
Alberta targeting the Montney formation. Hammerhead Resources Inc.,
the predecessor entity to Hammerhead Resources ULC, a wholly owned
subsidiary of Hammerhead, was formed in 2009.
Contacts:
For further information, please contact:
Scott
Sobie
President & CEO
Hammerhead Energy
Inc.
403-930-0560
Mike Kohut
Senior
Vice President & CFO
Hammerhead Energy Inc.
403-930-0560
Kurt Molnar
Vice
President Capital Markets & Corporate
Planning
Hammerhead Energy Inc.
403-930-0560
Reader Advisory
Currency
All amounts in this press release are stated in Canadian dollars
(C$) unless otherwise specified.
Forward-Looking
Statements
Certain information contained herein may constitute
forward-looking statements and information (collectively,
"forward-looking statements") within the meaning of applicable
securities legislation, including Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended, that involve known and unknown risks,
assumptions, uncertainties and other factors. Undue reliance should
not be placed on any forward-looking statements. Forward-looking
statements may be identified by words like "expects", "may",
"should", "will", "target", and similar expressions, but the
absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements in this press release
include but are not limited to, statements regarding: the expected
acquisition of the Common Shares by Crescent Point; the expected
closing date of the Arrangement; the anticipated timing of when the
Common Shares will be delisted from the NASDAQ and TSX; and the
ability of the parties to satisfy the other conditions to, and to
complete, the Arrangement.
Such forward-looking statements reflect the current views of
the Corporation with respect to future events and are subject to
certain risks, uncertainties and assumptions that could cause
results to differ materially from those expressed in the
forward-looking statements. These risks and uncertainties include
but are not limited to: the occurrence of any event, change or
other circumstances that could give rise to the termination of the
definitive agreements relating to the Arrangement; the inability to
complete the Arrangement due to the failure to meet the conditions
to closing; and other matters. Readers are cautioned that the
foregoing list is not exhaustive of all possible risks and
uncertainties.
With respect to forward-looking statements contained in this
press release, Hammerhead has made assumptions regarding, among
other things: that the parties will complete the Arrangement on the
terms and on the timing contemplated by management of Hammerhead;
that the Common Shares will be delisted from the NASDAQ and the TSX
following closing of the Arrangement; and that all necessary
conditions will be met for the completion of the Arrangement.
Although the Corporation believes that the expectations reflected
in the forward-looking statements contained in this press release,
and the assumptions on which such forward-looking statements are
made, are reasonable, there can be no assurance that such
expectations will prove to be correct. Readers are cautioned that
the foregoing list is not an exhaustive list of all assumptions
which have been considered. The forward-looking statements
contained in this press release are made as of the date hereof and
Hammerhead does not undertake any obligation to update publicly or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, unless so required by
applicable securities laws.
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SOURCE Hammerhead Energy Inc.