CALGARY, AB – Tenaz Energy Corp. (“Tenaz” or the “Company“) (TSXV: TNZ) is pleased to announce the closing of its previously announced (see the Company’s news release dated November 8, 2021) rights offering (the “Rights Offering“) of rights of the Company (the “Rights“), which expired at 4:00 p.m. (Calgary time) on December 13, 2021. Tenaz is also pleased to announce that it will now proceed with its previously announced Share Consolidation (as defined below).
Under the Rights Offering, holders of Rights purchased an aggregate of 10,179,840 common shares of Tenaz (“Common Shares“) at a subscription price of $0.18 per Common Share for aggregate gross proceeds of approximately $1.8 million. The net proceeds of the Rights Offering will be used by Tenaz for general corporate purposes, capital expenditures and the acquisition of global oil and gas assets.
To the knowledge of Tenaz, insiders of Tenaz (being John Chambers, David Burghardt and Travis Stephenson) subscribed for and received an aggregate of 218,425 Common Shares pursuant to the Rights Offering. All other Rights holders, as a group, subscribed for 9,961,415 Common Shares pursuant to the Rights Offering. There was no additional subscription privilege or stand-by commitment under the Rights Offering. To the knowledge of Tenaz, no person became an insider as a result of the Rights Offering.
Upon closing of the Rights Offering, a total of 283,980,814 Common Shares were issued and outstanding. The Rights Offering remains subject to the final acceptance of the TSX Venture Exchange (the “TSXV“). No fees or commission were paid in connection with the Rights Offering, however, Tenaz incurred approximately $0.1 million of expenses in connection with the Rights Offering.
Tenaz will now proceed with the previously announced consolidation of its outstanding Common Shares (the “Share Consolidation“) on the basis of one new Common Share for every ten existing Common Shares (the “Consolidation Ratio“). The Consolidation Ratio was determined by the Company’s board of directors in accordance with the parameters authorized by the Company’s shareholders at the special meeting of shareholders held on October 7, 2021. The Share Consolidation will become effective on December 23, 2021, and the Common Shares are expected to commence trading on the TSXV on a post-consolidation basis on or about December 24, 2021. Completion of the Share Consolidation remains subject to the approval of the TSXV.
Following the Share Consolidation, the number of outstanding Common Shares will be reduced from 283,980,814 outstanding Common Shares to approximately 28,398,074 outstanding Common Shares. The Common Shares will continue to be listed on the TSXV under the symbol “TNZ”. Following the Share Consolidation, the new freely tradeable CUSIP and ISIN numbers for the Common Shares will be 88034V304 and CA88034V3048, respectively.
No fractional Common Shares will be issued as a result of the Share Consolidation. Any fractional interest in Common Shares that would otherwise result from the Share Consolidation will be rounded down to the next whole Common Share.
The number and exercise prices of the Company’s outstanding warrants and stock options will be adjusted to reflect the Share Consolidation.
The Company’s transfer agent, Odyssey Trust Company (“Odyssey“), will act as the exchange agent for the Share Consolidation. Upon completion of the Share Consolidation, letters of transmittal will be mailed to the Company’s registered shareholders. Registered shareholders are requested to submit their share certificates or DRS statements, together with their completed letters of transmittal, to Odyssey. Until surrendered, each share certificate or DRS statement representing pre-consolidation Common Shares will be deemed to represent the number of whole post-consolidation Common Shares to which the shareholder is entitled as a result of the Share Consolidation.
Beneficial shareholders who hold their Common Shares through intermediaries (securities brokers, dealers, banks, financial institutions, etc.) and who have questions regarding how the Share Consolidation will be processed should contact their intermediaries.