(PIPE – TSX) Pipestone Energy Corp. ("Pipestone"
or the "Company") today announced that the Company’s shareholders
(the "Shareholders") have voted to approve the previously announced
arrangement (the "Arrangement") with Strathcona Resources Ltd.
("Strathcona"), which will see Pipestone combined with Strathcona
to create one of Canada’s largest energy producers.
Upon closing, Strathcona and Pipestone will be
amalgamated to form a new corporation, which will continue as
"Strathcona Resources Ltd." ("Strathcona"). The Arrangement is
expected to close on October 3, 2023, subject to the receipt of a
final order from the Court of King’s Bench of Alberta with respect
to the Arrangement and the satisfaction or waiver of customary
closing conditions.
"On behalf of Pipestone’s Board, I thank our
shareholders for their participation in this process and their
support for this value-creating transaction," said Gord Ritchie,
Chair of the Pipestone Board.
When completed, the Arrangement will enable
Shareholders to participate in the upside of a much larger and more
diversified producer with a well-positioned reserves base and much
longer reserves life. The Arrangement will also provide better
access to, and lower cost of, capital, an extended tax shelter, and
a potential positive re-rating by markets. To read more on the
benefits of the Arrangement, click here.
Additional information on the
Arrangement, including the management information circular and
related materials are available at
www.pipestonestrathcona.com and under
Pipestone’s SEDAR+ profile at
www.sedarplus.ca.
Media Contact
Martin Cej, PartnerLongview Communications and
Public Affairs(403) 512-5730mcej@longviewcomms.ca
Pipestone Company Contact
Dustin Hoffman, Chief Operating Officer and
Interim President and Chief Executive Officer(587)
392-8423dustin.hoffman@pipestonecorp.com
Forward-Looking Information
This news release contains certain
forward-looking statements and forward-looking information
(collectively "forward-looking information") within the meaning of
applicable securities laws, which are based on Pipestone’s current
internal expectations, estimates, projections, assumptions and
beliefs. The use of any of the words "believe", "estimate",
"anticipate", "expect", "plan", "predict", "outlook", "target",
"project", "plan", "may", "could", "will", "shall", "should",
"intend", "potential" and similar expressions are intended to
identify forward-looking information. These statements are not
guarantees of future performance, and 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.
Forward-looking information in this news release
includes, but is not limited to: the anticipated closing date of
the Arrangement; statements regarding the anticipated benefit of
the Arrangement, particularly that the Arrangement will offer
certain advantages to the Shareholders; the expectation that on
completion of the Arrangement, Shareholders will be able to
participate in the upside of a much larger and more diversified
producer with a well-positioned reserves base and much longer
reserves life; the expectation that the Arrangement will provide
the combined entity with access to, and lower cost of, capital, an
extended tax shelter, and a potential positive re-rating by
markets.
Pipestone believes the expectations reflected in
the forward-looking information in this news release are
reasonable, but no assurance can be given that these expectations
will prove to be correct, and readers should not place undue
reliance on such forward-looking information. The forward-looking
information is not a guarantee of future performance and is subject
to a number of known and unknown risks and uncertainties that could
cause actual events or results to differ materially, including, but
not limited to: the conditions precedent to the completion of the
Arrangement, including receiving the final order from the Court of
King’s Bench of Alberta, may not be satisfied or waived by the
anticipated closing date and may result in the Arrangement not
being completed in a timely manner, or at all; Strathcona,
Pipestone and the combined entity may fail to realize, or may fail
to realize in the expected timeframes, the anticipated benefits
resulting from the Arrangement; risks related to the integration of
Strathcona’s and Pipestone’s existing businesses, including that
the Shareholders may be exposed to additional business risks not
previously applicable to their investment, as the business mix and
operations of the combined entity will be different than that of
Pipestone; if the Arrangement is not completed, Shareholders will
not realize the anticipated benefits of the Arrangement and
Pipestone’s future business and operations could be adversely
affected; the combined entity’s ability to realize the anticipated
growth opportunities and synergies from integrating the respective
businesses of Strathcona and Pipestone following completion of the
Arrangement; the ability of the combined business to utilize and
apply, or carry forward, tax losses and other tax attributes in the
future and discrepancies between actual and estimated production of
the combined entity. Such forward-looking information is made as of
the date of this news release and Pipestone does not undertake any
obligation to publicly update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, except as required by applicable securities laws. The
forward-looking information contained herein is expressly qualified
in its entirety by this cautionary statement.
Reserves Information
The reserves information in this press release
is based on Pipestone’s internal evaluation and were prepared by a
member of Pipestone’s management who is a qualified reserves
evaluator in accordance with National Instrument 51-101 Standards
of Disclosure for Oil and Gas Activities. The growth potential of
the pro forma entity is based on: (i) in respect of Strathcona, (a)
the report prepared by Sproule Associates Limited dated February
23, 2023 evaluating the petroleum and natural gas reserves and
contingent resources attributable to certain of the assets of
Strathcona as at December 31, 2022, (b) the report prepared by
McDaniel & Associated Consultants Ltd. ("McDaniel") dated
February 1, 2023 evaluating the bitumen reserves and contingent
resources attributable to certain of the assets of Strathcona as at
December 31, 2022, and (c) the report prepared by McDaniel dated
February 14, 2023 evaluating the heavy oil reserves and contingent
resources attributable to certain of the assets of Strathcona as at
December 31, 2022, and (ii) in respect of Pipestone, report
prepared by McDaniel dated February 13, 2023 evaluating the crude
oil, natural gas and natural gas liquids reserves attributable to
Pipestone’s properties as at December 31, 2022. Such estimates
constitute forward-looking statements, which are based on values
that Pipestone’s management believes to be reasonable. For further
information regarding the reserves of Strathcona and Pipestone, see
the management information circular dated August 25, 2023 and the
annual information form of Pipestone dated March 8, 2023 for the
year ended December 31, 2022, a copy of which is available on
Pipestone’s SEDAR+ profile at www.sedarplus.ca, respectively.
About Pipestone Energy
Corp.
Pipestone is an oil and gas exploration and
production company focused on developing its large contiguous and
condensate rich Montney asset base in the Pipestone area near
Grande Prairie. Pipestone is committed to building long term value
for our shareholders while maintaining the highest possible
environmental and operating standards, as well as being an active
and contributing member to the communities in which it operates.
Pipestone has achieved certification of all its production from its
Montney asset under the Equitable Origin EO100TM Standard for
Responsible Energy Development. Pipestone shares trade under the
symbol PIPE on the Toronto Stock Exchange. For more information,
visit www.pipestonecorp.com.
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