Calgary, Alberta–(Newsfile Corp. – March 30, 2026) – Lycos Energy Inc. (TSXV: LCX) (“Lycos” or the “Company”) is pleased to announce the successful closing today of its previously announced strategic business combination with Mahikan Oil Corporation (“Mahikan”) (the “Transaction”) and fully-subscribed equity financing (the “Offering”).
Closing of Strategic Business Combination
Lycos has acquired all the issued and outstanding common shares of Mahikan in an all-share transaction.
Under the terms of the Transaction, former shareholders of Mahikan received an aggregate of 29,781,301 common shares of Lycos (“Lycos Shares”), issued at a deemed price of $1.20 per Lycos Share. Total consideration for the Transaction was approximately $49.7 million, including the assumption of Mahikan’s net debt.
The Transaction brings together two complementary heavy oil producers and establishes a larger, contiguous Mannville-focused land base with significant drilling inventory and development potential.
Dave Burton, President & Chief Executive Officer of Lycos, commented:
“The Transaction with Mahikan significantly expands Lycos’ Mannville focused asset base and development inventory. We believe the Transaction positions the Company for continued production growth and long-term value creation. Looking ahead, Lycos intends to remain active in pursuing additional accretive opportunities, while maintaining a disciplined approach to capital allocation.”
All of the Lycos Shares issued to directors, officers and 10% shareholders of Mahikan, representing an aggregate of 21,150,001 Lycos Shares on closing, are subject to a hold period and will be released as to 1/3 on each of the dates which is four, eight and twelve months following the closing. Lycos Shares issued to all other shareholders of Mahikan are subject to a four-month hold period.
Equity Financing
Concurrent with closing of the Transaction, the Company completed its previously announced non-brokered private placement equity financing for gross proceeds of approximately $30.0 million through the issuance of 25,000,000 Lycos Shares at a price of $1.20 per share.
The net proceeds from the Offering were used to repay indebtedness incurred in connection with the Transaction and are expected to fund development capital associated with the acquired assets and for general corporate purposes.
All securities issued under the Offering are subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws.
Certain directors and officers of the Company participated in the Offering for an aggregate subscription of 3,353,675 Lycos Shares, which is considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair market value of the aggregate participation of the insiders in the Offering does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction 21 days before the closing of the Offering because the details of the participation of insiders had not been determined at such time. Further details will be provided in a material change report to be filed by the Company subsequent to the dissemination of this press release.
The Transaction and the Offering have been conditionally accepted by the TSX Venture Exchange (“TSXV“) and remain subject to the final acceptance of the TSXV.
Board Appointments
In connection with closing of the Transaction, Tom Coolen (Chairperson) and Steve Buytels were appointed as directors of Lycos, joining Dave Burton and Bruce Beynon, two incumbent directors. The Company is pleased to announce the appointment of Bruce Hall and Brendan Paton, as the fifth and sixth director of Lycos, respectively, as part of the Transaction.
Mr. Hall is an independent businessman with over 30 years of experience in the oil and gas industry with a strong background in heavy oil development and a track record for creating shareholder value. Mr. Hall has served in senior executive roles in both public and private companies, including as founder, President and CEO of both Ricochet Oil Corp. and Rifle Shot Oil Corp. Mr. Hall graduated from the University of Alberta with a Bachelor of Science in Petroleum Engineering with Distinction and is currently an independent director of two private oil companies.
Mr. Paton is the President and COO of Logan Energy and brings over 15 years of experience in oil and gas exploration, development, and acquisitions. He was part of the founding management team of Spartan Delta Corp. from its recapitalization in 2019 through to the reorganization and spin-out of Logan Energy Corp. in July 2023, where he served as VP Engineering. He brings strong technical and operational expertise in building and developing resource assets both organically and through strategic acquisitions. Mr. Paton holds a Bachelor of Applied Science in Mechanical Engineering from the University of British Columbia and is a Professional Engineer.
Director Resignations
In connection with the closing of the Transaction and the new appointments to the board of directors of Lycos, Kevin Olson, Geri Greenall and Ali Horvath have resigned as directors of the Company. The board and management of Lycos thank Mr. Olson and Mses. Greenall and Horvath for their service and contributions to the Company and wish them well in their future endeavours.
Officer Appointments
Lycos is pleased to announce the appointment of Taylor Law as Vice President, Exploration and Mike Bucholtz as Vice President, Engineering and Business Development. These appointments further strengthen Lycos’ technical leadership as the Company advances its expanded Mannville-focused asset base and development inventory.
Mr. Law is a professional geologist with over 15 years of experience in oil and gas exploration and new venture development. He was a co-founder of Buffalo Mission Energy Corp. and has held senior technical leadership roles, including Vice President, Exploration at Mahikan, along with various senior geological positions across the Western Canadian Sedimentary Basin. Taylor holds a Bachelor of Science in Geology from the University of Calgary.
Mr. Bucholtz has over 15 years of upstream oil and gas experience focused on development and exploitation engineering. He has served as Manager of Engineering at Lycos since November 2022 and previously held engineering roles at Whitecap Resources Inc. and Canadian Natural Resources Limited. Mr. Bucholtz’s technical and strategic expertise will support the advancement of Lycos’ expanded development inventory and future strategic initiatives.
Officer Resignations
In connection with the Transaction, Jamie Conboy has resigned as Vice President, Exploration, and Jeff Rideout has resigned as Vice President, Land. The Company would like to extend its sincere thanks to Messrs. Conboy and Rideout for their leadership, dedication and contributions to Lycos during their tenure, and wish them success in their future endeavours.
Surrender of Lycos Options
Lycos also announces that it has cancelled an aggregate of 2,362,300 Lycos Share stock options. The cancelled options were voluntarily surrendered by the holders thereof for no consideration. In addition, an aggregate of 728,125 Lycos Share stock options held by exiting directors and management are expected to terminate in 30 days in accordance with Lycos’ option plan.
Early Warning Disclosure
Following completion of the Transaction, 24 Capital Corp. (“24 Capital“), together with certain other entities beneficially owned and controlled by Tom Coolen, a director of Lycos, holds, directly or indirectly, or exercises control or direction over an aggregate of 16,678,001 Lycos Shares and 22,321 Lycos Share purchase warrants, of which 13,800,001 Lycos Shares were acquired in consideration for shares of Mahikan held prior to closing of the Transaction and 1,375,000 Lycos Shares were acquired pursuant to the Offering, and in aggregate represents approximately 15.44% of the issued and outstanding Lycos Shares on a non-diluted basis. Prior to the completion of the Transaction, 24 Capital, together with such other entities, beneficially owned, or exercised control or direction over, 1,503,000 Lycos Shares, representing approximately 2.82% of the issued and outstanding Lycos Shares on a non-diluted basis. 24 Capital acquired these securities for investment purposes and may, from time to time, acquire additional securities of Lycos or dispose of such securities as it may deem appropriate. For the purposes of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues early warning reporting, the address of 24 Capital is 2720, 308 4th Avenue, SW, Calgary AB T2P 0H7. For further details regarding the acquisition of Lycos Shares described above, see the early warning report which will be available on Lycos’ SEDAR+ profile.
Advisors
National Bank Capital Markets acted as financial advisor to Lycos in connection with the Transaction and as lead financial advisor to Lycos in connection with the Offering. Velocity Wedbush Partners, ATB Cormark Capital Markets, BMO Capital Markets, Haywood Securities Inc. and Canaccord Genuity Corp. acted as strategic advisors to Lycos in connection with the Transaction and the Offering.
Peters & Co. Limited acted as financial advisor to Mahikan in connection with the Transaction and as co-financial advisor to Lycos in connection with the Offering.
Advisors received aggregate compensation equal to $2.3 million in cash in connection with the Transaction and the Offering.
Stikeman Elliott LLP acted as legal counsel to Lycos in connection with the Transaction and the Offering.
Torys LLP acted as legal counsel to Mahikan in connection with the Transaction.
About Lycos
Lycos is an oil-focused, exploration, development and production company based in Calgary, Alberta, operating high-quality, heavy-oil, development assets in the East Central, Alberta area.
Additional Information
For further information, please contact:
| Dave Burton President and Chief Executive Officer T: (403) 616-3327 E: dburton@lycosenergy.com |
Lindsay Goos Vice President, Finance and Chief Financial Officer T: (403) 542-3183 E: lgoos@lycosenergy.com |
Reader Advisories
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
Forward-Looking and Cautionary Statements
Certain statements contained within this press release constitute forward-looking statements within the meaning of applicable Canadian securities legislation. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “budget”, “plan”, “endeavor”, “continue”, “estimate”, “evaluate”, “expect”, “forecast”, “monitor”, “may”, “will”, “can”, “able”, “potential”, “target”, “intend”, “consider”, “focus”, “identify”, “use”, “utilize”, “manage”, “maintain”, “remain”, “result”, “cultivate”, “could”, “should”, “believe” and similar expressions. Lycos believes that the expectations reflected in such forward-looking statements are reasonable as of the date hereof, but no assurance can be given that such expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. Without limitation, this press release contains forward-looking statements pertaining to: the business strategy, objectives, strength and focus of the combined companies following completion of the Transaction; use of proceeds from the Offering; production growth; pursuing additional accretive acquisition opportunities while maintaining a disciplined approach to capital allocation; and the appointment of an additional independent director.
The forward-looking statements and information are based on certain key expectations and assumptions made by Lycos, including expectations and assumptions concerning the business plan of Lycos; the timing of and success of future drilling, development and completion activities; the geological characteristics of Lycos’ properties; prevailing commodity prices, price volatility, price differentials and the actual prices received for Lycos’ products; the availability and performance of drilling rigs, facilities, pipelines and other oilfield services; the timing of past operations and activities in the planned areas of focus; the drilling, completion and tie-in of wells being completed as planned; the performance of new and existing wells; the application of existing drilling and fracturing techniques; prevailing weather and break-up conditions; royalty regimes and exchange rates; the application of regulatory and licensing requirements; the continued availability of capital and skilled personnel; the ability to maintain or grow its credit facility; the accuracy of Lycos’ geological interpretation of its drilling and land opportunities, including the ability of seismic activity to enhance such interpretation; and Lycos’ ability to execute its plans and strategies.
Although Lycos 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 because Lycos can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties include, but are not limited to, unforeseen difficulties in integrating the assets acquired pursuant to the Transaction into Lycos’ operations; incorrect assessments of the value of benefits to be obtained from business combinations and exploration and development programs (including the Transaction); fluctuations in commodity prices, changes in industry regulations and political landscape both domestically and abroad, wars, hostilities, civil insurrections, foreign exchange or interest rates, increased operating and capital costs due to inflationary pressures (actual and anticipated), volatility in the stock market and financial system, impacts of pandemics, the retention of key management and employees, risks with respect to unplanned third-party pipeline outages and risks relating to the Alberta wildfires, including in respect of safety, asset integrity and shutting in production. Ongoing military actions between Russia and Ukraine and in Iran, Lebanon and elsewhere in the Middle East have the potential to threaten the supply of oil and gas from these regions. The long-term impacts of these actions remain uncertain. Please refer to the annual information form for the year ended December 31, 2024, and management’s discussion and analysis for the period ended September 30, 2025 (the “MD&A“) for additional risk factors relating to Lycos, which can be accessed either on Lycos’ website at www.lycosenergy.com or under Lycos’ SEDAR+ profile at www.sedarplus.ca. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. Lycos undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. Any financial outlook or future-oriented financial information contained in this press release has been approved by management as of the date hereof, is provided for the purpose of conveying the anticipated effects of the Company’s planned activities and strategies and may not be appropriate for other purposes.
All dollar figures included herein are presented in Canadian dollars, unless otherwise noted.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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