CALGARY, Alberta – InPlay Oil Corp. (TSX: IPO) (OTCQX: IPOOF) (“InPlay” or the “Company“) is pleased to announce it has closed its previously announced bought deal public offering of 9,591,000 subscription receipts (the “Subscription Receipts“) at a price of $1.20 per Subscription Receipt for aggregate gross proceeds of approximately $11.5 million (the “Offering“). The Offering was co-led by Eight Capital and ATB Capital Markets Inc. (together, the “Co-Lead Underwriters“) on behalf of a syndicate of underwriters comprised of National Bank Financial Inc., Canccord Genuity Corp. and Acumen Capital Finance Partners Limited (collectively with the Co-Lead Underwriters, the “Underwriters“). The Underwriters exercised in full the 15% over-allotment option granted to them in conjunction with today’s closing of the Offering.
Each Subscription Receipt represents the right to receive, without payment of additional consideration or further action on the part of the holder thereof, one common share of InPlay (a “Common Share“) upon satisfaction of the Escrow Release Conditions (as defined below). The Company will use the net proceeds from the Offering to fund part of the cash portion of the purchase price under the previously announced proposed acquisition (the “Acquisition“) of all of the issued and outstanding shares of Prairie Storm Resources Corp. (“Prairie Storm“) pursuant to the acquisition agreement among InPlay and Prairie Storm dated September 28, 2021 (the “Acquisition Agreement“). Subject to satisfaction of conditions thereto, closing of the Acquisition is expected to occur on or about November 30, 2021, and in any event no later than December 31, 2021. Details of the Acquisition and related matters were provided in InPlay’s press release issued on September 28, 2021.
The gross proceeds from the sale of the Subscription Receipts have been placed in escrow pending satisfaction of the following escrow release conditions (the “Escrow Release Conditions“): all conditions, undertakings and other matters to be satisfied, completed and otherwise met (in accordance with the Acquisition Agreement and without waiver or material amendment of the terms and conditions thereof, in whole or in part, by any of the parties thereto unless the consent of the Co-Lead Underwriters is given for such waiver or amendment, such consent not to be unreasonably withheld or delayed) prior to the completion of the Acquisition have been satisfied, completed and otherwise met or waived but for the payment of the purchase price. If: (i) the Escrow Release Conditions are not satisfied on or before 5:00 p.m. (Calgary time) on December 31, 2021; (ii) InPlay has advised the Underwriters and the escrow agent for the Subscription Receipts or announced to the public that it does not intend to proceed with the Acquisition; or (iii) the Acquisition Agreement has been terminated in accordance with its terms, holders of Subscription Receipts shall be entitled to receive from the escrow agent an amount equal to the full subscription price attributable to the Subscription Receipts, together with a pro rata portion of interest earned on the escrowed funds.
It is anticipated that the Subscription Receipts will be listed and posted for trading on the Toronto Stock Exchange (the “TSX“) under the symbol “IPO.R.”