Pipestone Energy Corp. and Strathcona Resources Ltd. Announce Receipt of Interim Order and Filing of Management Information Circular Related to Proposed Arrangement With Strathcona Resources Ltd.
28 August 2023 - 9:30PM
(PIPE – TSX) Pipestone Energy Corp.
(
“Pipestone”) and Strathcona Resources Ltd.
(“
Strathcona”) jointly announced today that
Pipestone and Strathcona obtained an interim order of the Court of
King’s Bench on August 25, 2023 and Pipestone has filed a
management information circular (the
“Circular”)
dated August 25, 2023 and related meeting and proxy materials in
connection with the proposed arrangement under the Business
Corporations Act (Alberta) (the
“Arrangement”)
which provides for, among other matters, the acquisition by
Strathcona of all of the issued and outstanding common shares of
Pipestone pursuant to the arrangement agreement between Pipestone
and Strathcona dated effective July 31, 2023. The meeting materials
will be mailed to holders of common shares
(
“Shareholders”) of Pipestone of record as of
August 25, 2023, and the Circular is available under Pipestone’s
SEDAR+ profile at www.sedarplus.ca.
For information regarding Strathcona and the
Arrangement, Shareholders are encouraged to read the Circular.
Further information is also available on Strathcona's website,
including an updated Corporate Overview presentation and new
Transaction Overview presentation, at
www.strathconaresources.com.
PIPESTONE SPECIAL SHAREHOLDER
MEETING
A special meeting of Shareholders will be held
at 10:00 a.m. (Calgary time) on September 27, 2023 (the
“Meeting”) in a virtual-only format that will be
conducted via live audio webcast accessible at
https://web.lumiagm.com/218234565. The sole purpose of the Meeting
is for the Shareholders to consider and, if deemed advisable,
approve the Arrangement. Further details regarding the Meeting are
set forth in the Circular.
The board of directors of Pipestone has approved
the Arrangement and recommends that Shareholders vote
FOR the Arrangement at the Meeting.
HOW TO VOTE
All Shareholders are encouraged to vote in
advance of the Meeting by proxy, whether or not a Shareholder is
intending to attend the Meeting in person (virtually). Details on
how to vote can be found in the Circular under “Voting
Information”.
Pipestone has retained Kingsdale Advisors as its
strategic shareholder advisor and proxy solicitation agent in
connection with the Meeting. Shareholders with questions are
encouraged to contact Kingsdale Advisors by email or at one of the
numbers below:
North American Toll-Free Number:
1-877-659-1824
Outside of North America Collect Calls Number:
416-623-2514
Email: contactus@kingsdaleadvisors.com
To obtain information about voting your
Pipestone Shares, please visit www.pipestonestrathcona.com.
Forward-Looking Information
This news release contains certain
forward-looking statements and forward-looking information
(collectively "forward-looking information")
within the meaning of applicable securities laws, which are based
on Pipestone’s current internal expectations, estimates,
projections, assumptions and beliefs. Forward-looking information
in this news release includes the timing with respect to the
mailing of the Circular and related Meeting materials and
information with respect to the Meeting and the Arrangement.
Pipestone believes the expectations reflected in
the forward-looking information in this news release are
reasonable, but no assurance can be given that these expectations
will prove to be correct, and readers should not place undue
reliance on such forward-looking information. The forward-looking
information is not a guarantee of future performance and is subject
to a number of known and unknown risks and uncertainties that could
cause actual events or results to differ materially, including, but
not limited to, the Meeting may be delayed or adjourned and there
may be a delay in the mailing of the Meeting materials. Such
forward-looking information is made as of the date of this news
release and Pipestone does not undertake any obligation to publicly
update or revise any forward-looking information, whether as a
result of new information, future events or otherwise, except as
required by applicable securities laws. The forward-looking
information contained herein is expressly qualified in its entirety
by this cautionary statement.
The information available on Strathcona’s
website has been prepared by Strathcona, has not been independently
verified by Pipestone and Pipestone assumes no responsibility for
the accuracy of such information.
Pipestone Company Contacts
Dustin Hoffman, Chief Operating Officer and
Interim President and Chief Executive Officer (587) 392-8423
dustin.hoffman@pipestonecorp.com
Craig Nieboer, Chief Financial Officer (587)
392-8408 craig.nieboer@pipestonecorp.com Dan van
Kessel, Vice President Corporate Development (587) 392-8414
dan.vankessel@pipestonecorp.com
Strathcona Company Contacts
Rob Morgan, President & Chief Executive
Officer(403) 930-3003rob.morgan@strathconaresources.com
Connor Waterous, Senior Vice-President &
Chief Financial Officer(403)
930-3004connor.waterous@strathconaresources.com
About Pipestone Energy
Corp.
Pipestone is an oil and gas exploration and
production company focused on developing its large contiguous and
condensate rich Montney asset base in the Pipestone area near
Grande Prairie. Pipestone is committed to building long term value
for our shareholders while maintaining the highest possible
environmental and operating standards, as well as being an active
and contributing member to the communities in which it operates.
Pipestone has achieved certification of all its production from its
Montney asset under the Equitable Origin EO100TM Standard for
Responsible Energy Development. Pipestone shares trade under the
symbol PIPE on the Toronto Stock Exchange. For more information,
visit www.pipestonecorp.com.
About Strathcona Resources
Ltd.
Strathcona is one of North America’s fastest
growing oil and gas producers with operations focused on thermal
oil, enhanced oil recovery and liquids-rich natural gas. Strathcona
is built on an innovative approach to growth achieved through the
consolidation and development of long-life oil and gas assets. For
more information about Strathcona, visit
www.strathconaresources.com.
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