More details Early Warning Report Regarding Canadian Non-Operated Resources L.P.
2019-01-05 02:34:40 PM ET (GlobeNewswire)
(TSX-V: BBI) - Canadian Non-Operated Resources L.P. ("CNOR") announces that it has been issued 103,750,000 post-amalgamation common shares in the capital of Pipestone Energy Corp. ("PEC", and the "PEC Shares"), representing approximately 54.7% of the issued and outstanding PEC Shares. The PEC Shares were issued in connection with the completion of the amalgamation of Blackbird Energy Corp. ("Blackbird") and Pipestone Oil Corp. ("Pipestone"), which was a wholly-owned subsidiary of CNOR, on January 4, 2019, pursuant to a previously announced arrangement agreement dated October 26, 2018, as amended on October 29, 2018 (the "Arrangement").
Following the Arrangement, CNOR holds 103,750,000 PEC Shares, representing approximately 54.7% of the issued and outstanding PEC Shares.
Pursuant to the Arrangement, and following the amalgamation of Pipestone and a newly-created Alberta corporation wholly-owned by Blackbird ("Acquisition 1"), CNOR acquired ownership of 1,037,500,000 Class A Shares in the capital of Blackbird in consideration for the cancellation of all of the common shares of Pipestone previously held by CNOR. Following Acquisition 1, the newly amalgamated corporation amalgamated with Blackbird and continued under the name "Pipestone Energy Corp.", pursuant to which the 1,037,500,000 Class A Shares held by CNOR were converted into 103,750,000 PEC Shares.
CNOR acquired the PEC Shares pursuant to the Arrangement in consideration for all of the common shares in the capital of Pipestone. The PEC Shares have a current market value of $0.24 based on the closing price of the PEC Shares on January 3, 2019 (on a post-consolidation basis) and may be considered to have a value of $3.40 per PEC Share based on a $26,010,000 private placement financing completed by Blackbird on January 2, 2019 at $0.34 per Blackbird common share in connection with the Arrangement.
CNOR currently has no intention to acquire ownership of, or control over, additional securities of PEC. Subject to compliance with applicable securities laws, stock exchange requirements and contractual restrictions, CNOR may purchase or sell securities of PEC in the future depending on market conditions and other factors material to its investment decisions.
The Arrangement (as described in the arrangement agreement included in the management information circular of Blackbird dated November 21, 2018) was approved by the shareholders of Blackbird on December 19, 2018. The Arrangement did not take place on the TSX Venture Exchange.
The PEC Shares trade on the TSX Venture Exchange under the symbol "PIPE". A copy of the related early warning report (the "Report") to be filed with the applicable securities commissions may be obtained from the SEDAR website (www.sedar.com) under the profile for PEC.
For further information or to obtain a copy of the Report, please contact:
Canadian Non-Operated Resources L.P.
1800, 421 - 7th Avenue S.W.
Calgary, Alberta T2P 4K9
Eva Kiefer, Authorized Signatory
403.261.2747