Iron Bridge Resources Announces Agreement with Velvet Energy to Increase Equity Cash Consideration by
13%
Amended Offer Increases Consideration Payable for Each IBR Common Share to $0.845 in Cash
Amended Offer Supported by Iron Bridge Board, Officers and Major Shareholders, who Commit to
Tender Approximately 35% of Total Common Shares Outstanding
Amended Offer Extends Expiry Time to 5:00 p.m. (Toronto Time) on September 24, 2018
Board Recommends Shareholders Tender Their Shares to the Velvet Offer
Iron Bridge Resources Inc. (“Iron Bridge”, “IBR” or the “Company”) (TSX: IBR) today announced that it has
entered into a support agreement with Velvet Energy Ltd (“Velvet Energy” or “Velvet”) for an amended offer by Velvet
to acquire all of the issued and outstanding common shares of IBR (the “Common Shares”).
Under the terms of the support agreement (the “Agreement”), Velvet has agreed to amend its offer (the “Amended
Offer”) to provide for an increase in the consideration payable in the original offer to $0.845 per Common Share in cash
The Amended Offer has the support of the Iron Bridge Boards of Directors. Further, all Iron Bridge Directors, Officers and
certain shareholders, who together own approximately 35% of the outstanding Common Shares, have entered into agreements to tender
their Common Shares in response to the Amended Offer.
The IBR Board of Directors (“IBR Board”) has received an opinion from its financial advisor, Cormark Securities Inc.,
that, as of September 9, 2018, the consideration under the Amended Offer is fair, from a financial point of view, to IBR
shareholders. Following a careful review and consideration of the terms and conditions, the IBR Board has determined that the
Amended Offer is in the best interests of Iron Bridge and recommends that shareholders tender to the Amended Offer.
“Since Velvet made its initial offer, our Board has remained steadfast in its commitment to pursue all options to maximize value
for all Iron Bridge shareholders,” said Rob Colcleugh, Iron Bridge’s Chief Executive Officer. “We are comfortable that this
agreement fulfills that commitment, providing our shareholders with a higher cash price for their shares, despite a challenging
environment for Canadian oil and gas companies. We are pleased to have the support of all Iron Bridge Directors and Officers as
well as major shareholders, including Maple Rock Capital Partners and Bison Interests LLC, who have all agreed to tender their
shares in response to the Amended Offer. We recommend all shareholders also tender their shares to Velvet’s materially improved
offer.”
Under the Agreement, the expiry time of the Amended Offer has been extended to 5:00 p.m. (Toronto time) on September 24, 2018,
or such later date as Velvet may require.
How to Tender Common Shares
To tender their shares, IBR shareholders should contact Evolution Proxy at (844) 226-3222 (North America) or +1 (416) 855-0238
(Outside North America) or by email at info@evolutionproxy.com.
Advisors
Cormark Securities Inc. is acting as financial advisor to the Company, Torys LLP as legal advisor, Evolution Proxy as
information agent, and Gagnier Communications as strategic communications advisor.
Reader Advisories
This press release contains forward-looking statements and forward-looking information within the meaning of applicable
securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “may”, “will”, “project”, “should”,
“believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. These
forward-looking statements and information are based on certain key expectations and assumptions made by Iron Bridge. Although Iron
Bridge believes that the expectations and assumptions on which such forward-looking statements and information are based are
reasonable, undue reliance should not be placed on the forward-looking statements and information as Iron Bridge cannot give any
assurance that they will prove to be correct. Since forward-looking statements and information 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.
For additional information on risks and uncertainties, see the Company’s annual information form for the year ended December 31,
2017 (“AIF”) and most recently filed quarterly management’s discussion & analysis (“MD&A”), which are
available on SEDAR at
www.sedar.com. The risk factors identified in the AIF and MD&A are not intended to represent a complete list of factors
that could affect the Company.
Company
Iron Bridge
Rob Colcleugh, (403) 930-6333
Chief Executive Officer
rcolcleugh@ironbridgeres.com
or
Dean Bernhard, (403) 930-6304
Vice President, Finance and Chief Financial Officer
dbernhard@ironbridgeres.com
or
Investors
Evolution Proxy
(844) 226-3222 (North America)
+1 (416) 855-0238 (Outside North America)
info@evolutionproxy.com
or
Media
Gagnier Communications
Dan Gagnier, (646) 569-5897
dg@gagnierfc.com
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