The Preferred Shares are convertible into common shares in the capital of the Company (“Common Shares“), have an initial conversion price of $0.85 per Common Share, subject to customary adjustments, and have a term of five years. The Preferred Shares entitle the holders thereof to: (a) vote on all shareholder matters alongside the other shareholders of the Company on an as-converted basis; and (b) an annual dividend of 6.5% per year that is payable quarterly in-kind, or in cash after 2 years from the date of issuance at the sole option of the Company.
Prior to this transaction, Riverstone did not beneficially own, directly or indirectly, any Preferred Shares. As of the date hereof, the 52,690 Preferred Shares acquired by Riverstone represent approximately 75.27% of all of the issued and outstanding Preferred Shares.
If, as of the date hereof, all of the Preferred Shares were converted into Common Shares in accordance with their terms, Riverstone would then own an aggregate of 61,988,235 Common Shares, representing 22.71% of all of the issued and outstanding Common Shares.
The acquisition of the Preferred Shares by Riverstone was made for investment purposes. Subject to applicable law, Riverstone may from time to time acquire additional securities of the Company or redeem, convert or otherwise dispose of such securities.
The address of the Company is Suite 3700, 888 – 3rd Street S.W. Calgary, AB T2P 5C5. The address of Riverstone is c/o Riverstone Netherlands BV, Herengracht 450, 1017CA Amsterdam, Netherlands.
This press release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which the Company is a reporting issuer containing information with respect to the foregoing matters (the “Early Warning Report“). A copy of the Early Warning Report will appear with the Company’s documents on the System for Electronic Document Analysis and Retrieval at www.sedar.com.