/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
CALGARY,
AB, March 1, 2023 /CNW/ - Journey Energy Inc.
(TSX: JOY) (OTCQX: JRNGF) ("Journey" or the
"Company") is pleased to announce that it has entered into
an agreement with a syndicate of underwriters, led by Stifel
FirstEnergy (collectively, the "Underwriters"), pursuant to which
the Underwriters have agreed to purchase, on a "bought deal" basis,
2,265,861 common shares (the "Flow-Through Shares") of Journey to
be issued as "flow-through shares" with respect to "Canadian
development expenses" within the meaning of the Income Tax
Act (Canada) and the
regulations thereunder in force as of the date hereof (the "Tax
Act") at a price (the "Offering Price") of $6.62 per Flow-Through Share, for total gross
proceeds to the Company of approximately $15
million (the "Offering").
Journey has granted to the Underwriters an option to purchase
additional Flow-Through Shares, equal to 15% of the number of
Flow-Through Shares sold pursuant to the Offering at the Offering
Price, for market stabilization purposes and to cover
over-allotments for a period expiring 30 days after the date of
closing.
Journey will use proceeds from the Offering to incur eligible
"Canadian development expenditures" within the meaning of the Tax
Act in an aggregate amount of not less than the gross proceeds
raised from the Offering and will renounce qualifying expenditures
to purchasers of the Flow-Through Shares on or before March 31, 2024. The proceeds from the Offering
will fund Journey's future drilling program.
The Flow-Through Shares will be offered by way of short form
prospectus in each of the provinces of Canada, other than for Québec, pursuant to
National Instrument 44-101 – Short Form Prospectus
Distributions and some may be resold in the United States pursuant to an exemption
from the registration requirements of the United States Securities
Act of 1933, as amended (the "U.S. Securities Act") and in such
other jurisdictions outside of Canada and the
United States as agreed to by the Company, in each case in
accordance with all applicable laws and provided that no
prospectus, registration statement or similar document is required
to be filed in such jurisdiction.
Closing is expected on or about March 23,
2023 and is subject to Toronto Stock Exchange and other
necessary regulatory approvals. The Company intends to release its
2022 financial results prior to closing of the Offering. Journey
currently expects to release its 2022 annual financial results on
March 8, 2023.
The Flow-Through Shares 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 or to, or for the account or
benefit of, United States persons
absent registration or any applicable exemption from the
registration requirements 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 securities
in the United States, nor will
there be any sale of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
About the Company
Journey is a Canadian exploration and production company focused
on conventional, oil-weighted operations in western Canada. Journey's strategy is to grow its
production base by drilling on its existing core lands,
implementing water flood projects, and executing on accretive
acquisitions. Journey seeks to optimize its legacy oil pools on
existing lands through the application of best practices in
horizontal drilling and, where feasible, with water floods.
www.journeyenergy.ca
FORWARD LOOKING
STATEMENTS:
This press release contains forward-looking statements. The use
of any of the words "anticipate", "continue", "estimate", "expect",
"may", "will", "project", "should", "believe" and similar
expressions are intended to identify forward-looking statements.
These 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
statements. More particularly, this press release contains
statements with respect to closing of the Offering, the use of
proceeds of the Offering, the tax treatment of the Flow-Through
Shares and the timing of the renunciation of the development
expenses.
The forward-looking statements are based on certain key
expectations and assumptions made by Journey. Although Journey
believes that the expectations and assumptions on which the
forward-looking statements are based are reasonable, undue reliance
should not be placed on the forward-looking statements because
Journey can give no assurance that they will prove to be correct.
Since forward-looking statements address future events and
conditions, by their very nature they involve inherent risks and
uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. These
include, but are not limited to, risks associated with the
condition of the global economy, including trade, public health
(including the impact of COVID-19) and other geopolitical risks;
risks associated with the oil and gas industry in general (e.g.,
operational risks in development, exploration and production;
delays or changes in plans with respect to exploration or
development projects or capital expenditures; the uncertainty of
reserve estimates; the uncertainty of estimates and projections
relating to production, costs and expenses, and health, safety and
environmental risks); commodity price and exchange rate
fluctuations and constraint in the availability of services,
adverse weather or break-up conditions; uncertainties resulting
from potential delays or changes in plans with respect to
exploration or development projects or capital expenditures.
Certain of these risks are set out in more detail in Journey's AIF
dated March 31, 2022 and in Journey's MD&A for the
period ended September 30, 2022, both of which have been filed
on SEDAR and can be accessed at www.sedar.com.
The forward-looking statements contained in this press release
are made as of the date hereof and Journey undertakes no obligation
to update publicly or revise any forward-looking statements or
information, whether as a result of new information, future events
or otherwise, unless so required by applicable securities laws.
SOURCE Journey Energy Inc.
