CALGARY – Delphi Energy Corp. (“Delphi” or the “Company”) is pleased to announce that at the meetings (the “Meetings”) of holders of the Company’s 10.00% Senior Secured Notes due 2021 (the “Noteholders”) and holders of the Company’s common shares (“Shareholders”) held today, the Noteholders and Shareholders approved the Company’s previously announced recapitalization transaction to be implemented pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Canada Business Corporations Act (the “CBCA”). Additionally, at the meeting of Shareholders, the Shareholders approved the continuance of Delphi into the federal jurisdiction of Canada under the CBCA (the “Continuance”) and the previously announced private placements of equity subscription receipts and note subscription receipts of Delphi (the “Private Placements”). The Company completed the Continuance effective today.
Approval of the Plan of Arrangement
At the Meetings, 99.98% of the votes cast by Noteholders and 99.05% of the votes cast by Shareholders were voted in favour of the Plan of Arrangement. Additionally, 98.93% of the votes cast by Shareholders were voted in favour of the Continuance and 97.93% of the votes cast by Shareholders were voted in favour of the Private Placements after excluding from voting common shares held by persons whose votes on the Private Placements were to be excluded pursuant to Multilateral Instrument 61-101.
Detailed voting results for the Meetings are available under Delphi’s profile on SEDAR at sedar.com.
Court Approval and Implementation
The hearing to seek Alberta Court of Queen’s Bench (the “Court”) approval of the Plan of Arrangement is currently scheduled for 2:00 p.m. (Calgary time) on November 18, 2019, or such other date as may be set by the Court. Subject to obtaining Court approval of the Plan of Arrangement and the satisfaction or waiver of the other conditions to the implementation of the Plan of Arrangement, the Company is working to complete the Recapitalization Transaction on or about November 26, 2019.
As part of seeking Court approval of the Recapitalization Transaction, the Company will seek a permanent waiver of defaults resulting from the commencement of its CBCA proceedings.
In conjunction with its overall recapitalization plan, Delphi has made additional changes to its management team to streamline its reporting structure and further strengthen its team. In addition to the previously announced appointment of Mr. Darwin Little as interim Chief Financial Officer, replacing its prior CFO, and the previously announced changes to the board of directors, effective today, Mr. Rod Hume, SVP Engineering, and Mr. Hugo Batteke, VP Operations, are no longer with the Company. Delphi thanks Mr. Hume and Mr. Batteke for their service and wishes them the best in their future endeavours.
The Company is pleased to announce that Dr. Morteza Nobakht has been promoted to VP Development, in charge of all engineering functions. Dr. Nobakht previously held the role of Chief Exploitation Engineer and holds a PhD in Petroleum Engineering. The Company is also pleased to announce that Ms. Karyssa Quansah, a chartered professional accountant, has been promoted to VP Finance, after holding the position of Controller and being with the Company for almost eight years. Mike Galvin, VP Land will add Business Development to his role, as the Company increases its efforts to identify, pursue, and participate in consolidation opportunities with the increased financial flexibility resulting from the recapitalization transaction.
About Delphi Energy Corp.
Delphi Energy Corp. is an industry-leading producer of liquids-rich natural gas. The Company has achieved top decile results through the development of our high quality Montney property, uniquely positioned in the Deep Basin of Bigstone, in northwest Alberta. Delphi continues to outperform key industry players by improving operational efficiencies and growing our dominant Bigstone land position in this world-class play. Delphi is headquartered in Calgary, Alberta and trades on the Toronto Stock Exchange under the symbol DEE.