Jupiter Resources to be acquired by Tourmaline

 
 

Jupiter Resources Ltd. ("Jupiter" or the "Company") today announced a transaction to sell to Tourmaline Oil Corp. (TSX: TOU) ("Tourmaline") in an all-stock transaction valued at approximately $626 million inclusive of debt.

 

Pursuant to the transaction, for each common share Jupiter shareholders will receive approximately 0.2365 of a Tourmaline common share. In addition, as part of the transaction Jupiter will redeem the 13.00% second-priority senior secured cash/PIK notes due February 5, 2024 in accordance with the terms of its note purchase agreement at a price equal to 101% of the aggregate principal amount redeemed, plus any accrued and unpaid interest to the redemption date.

 

"I am incredibly proud of the Jupiter team and everything we accomplished over the past six years. Each new season brought unique challenges but through commitment, collaboration, innovation and perseverance we emerged stronger every time. I am confident that the high-quality business we built will support Tourmaline's ambition to become North America's most efficient and profitable natural gas producer," stated Simon Bregazzi , Jupiter's CEO.

 

  Transaction Approvals  

 

The transaction is to be completed by way of a plan of arrangement under the Canada Business Corporation Act and is subject to the approval of at least two-thirds of the Jupiter shareholders present in person or represented by proxy at a special meeting of shareholders expected to be held in mid-December 2020 .

 

Jupiter's four largest shareholders have entered into agreements with Tourmaline in support of the transaction representing, in aggregate, approximately 92% of Jupiter's outstanding common shares.

 

The board of directors of each of Jupiter and Tourmaline have unanimously approved the transaction.

 

The transaction is subject to various closing conditions in addition to shareholder approval, including regulatory and court approvals, and is expected to close by the end of 2020.

 

Further details with respect to the transaction will be included in an information circular to be mailed to Jupiter shareholders in connection with the special meeting.

 

Jupiter shareholders who are non-residents of Canada for purposes of the Income Tax Act ( Canada ) ("Non-Residents") must obtain a tax clearance certificate from the Canada Revenue Agency ("CRA") pursuant to section 116 of the Income Tax Act ( Canada ) in order to receive full consideration for their Jupiter shares.

 

Information regarding tax matters in this press release is for general information purposes only and does not constitute tax advice. Further details will be included in the information circular. Obtaining a tax clearance certificate from the CRA can be a lengthy process and Non-Residents should consult with their tax advisors as soon as possible.

 

  Advisors  

 

Peters & Co. Limited ("Peters & Co.") is acting as lead financial advisor, and RBC Capital Markets and TD Securities are acting as financial advisors to Jupiter Resources Inc. in connection with the transaction. Peters & Co. has provided a verbal fairness opinion in connection with the transaction, subject to the assumptions made and limitations and qualifications included in their written opinion. Blake, Cassels & Graydon LLP and Vinson & Elkins LLP are acting as legal advisors to Jupiter.

 

  About Jupiter  

 

Jupiter is an independent Calgary -based energy company with an operations office in Grande Cache, Alberta . The Company is focused on the acquisition, development and production of unconventional liquids-rich natural gas properties in the Western Canadian Sedimentary Basin. For more information visit: www.jupiterresources.com  

 

  About Tourmaline  

 

Tourmaline is a Canadian senior crude oil and natural gas exploration and production company focused on long-term growth through an aggressive exploration, development, production and acquisition program in the Western Canadian Sedimentary Basin. For more information visit: www.tourmalineoil.com  

 

  
 

 

  Forward Looking Information  

 

This press release contains certain forward-looking information within the meaning of Canadian securities laws. Forward-looking information relates to future events or future performance and is based upon the Jupiter's current internal expectations, estimates, projections, assumptions and beliefs. All information other than historical fact is forward-looking information. Words such as "plan", "expect", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words that indicate events or conditions may occur are intended to identify forward-looking information. More particularly and without limitation, this press release contains forward looking information relating to the anticipated benefits of the transaction to Jupiter and its shareholders; the timing and anticipated receipt of required shareholder, court and regulatory approvals for the transaction; the ability of Jupiter and Tourmaline to satisfy the other conditions to complete the transaction; and the anticipated timing of the holding of the special meeting and the closing of the transaction.

 

The transaction value of approximately $626 million is based on a Tourmaline share price of $17.60 and inclusive of debt at closing estimated to be $200 million .

 

In respect of the forward-looking information concerning completion of the transaction and the anticipated timing for completion of the transaction, Jupiter has provided such in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the time required to prepare and mail special meeting materials, including the information circular; the ability of the parties to receive, in a timely manner, the necessary shareholder, court and regulatory approvals, including but not limited to the receipt of applicable Competition   Act ( Canada ) approvals; and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing transaction.

 

By their nature, forward-looking information are subject to numerous risks and uncertainties, some of which are beyond Jupiter's control. Completion of the transaction is subject to a number of conditions which are typical for transactions of this nature. Failure to satisfy any of these conditions may result in the termination of the transaction. The foregoing list is not exhaustive. Additional information on these and other risks that could affect completion of the transaction will be set forth in the information circular, which will be available on Jupiter's investor portal at www.jupiterresources.com/investors . Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking information. The actual results, performance or achievement of Jupiter could differ materially from those expressed in, or implied by, the forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that Jupiter will derive therefrom.

 

Jupiter disclaims any intention or obligation to 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.

 

SOURCE Jupiter Resources Ltd

 

 

 

 Cision View original content: https://www.newswire.ca/en/releases/archive/November2020/04/c2801.html  

 
 

News Provided by Canada Newswire via QuoteMedia

The Conversation (0)
BTV Highlights: North American Iron, West Red Lake Gold Mines, Northisle Copper and Gold, Westport Fuels, US Gold, Orvana Minerals, Avino Silver & Gold, Pasofino Gold, & Mayfair Gold

BTV Highlights: North American Iron, West Red Lake Gold Mines, Northisle Copper and Gold, Westport Fuels, US Gold, Orvana Minerals, Avino Silver & Gold, Pasofino Gold, & Mayfair Gold

Watch on FOX Business News
Saturday, July 5 at 5:00 PM EST or via the links below

Tune into BTV-Business Television and Discover Investment Opportunities featuring nine standout companies making major moves globally.

North American Iron - With pig iron in short supply, North American Iron is stepping up with a two-million-ton annual solution. The company is transforming Minnesota's legacy iron ore into a domestic feedstock for U.S. steelmakers-backed by North Dakota's clean energy support and aiming for production in 2029.

West Red Lake Gold Mines (TSXV: WRLG) (OTCQB: WRLGF) - BTV features West Red Lake Gold as it marks its first gold pour at the fully permitted Madsen Mine in Ontario's Red Lake district. With two million ounces of historical production and robust infrastructure, the company is ramping toward 70,000 ounces per year.

Northisle Copper and Gold (TSXV: NCX) (OTCQX: NTCPF) - BTV spotlights Northisle's advanced copper-gold project on Vancouver Island. With an estimated long mine life, low capital intensity, and proximity to a deepwater port, the project is backed by experienced leadership and strong local support.

Westport Fuel Systems (NASDAQ: WPRT) - With over 30 years of innovation, Westport is delivering fuel-agnostic engine solutions including hydrogen and natural gas. Through its high-pressure joint venture and over 1,400 patents, Westport is helping long-haul transportation transition toward cleaner fuel alternatives.

U.S. Gold Corp. (NASDAQ: USAU) - This fully permitted copper-gold project in Wyoming boasts a sub-two-year payback. ESG-friendly plan, low water use, and potential for added revenue through local gravel sales.

Orvana Minerals (TSX: ORV) (OTCQX: ORVMF) - With operations in Spain and growth projects in Bolivia and Argentina, Orvana Minerals delivers near-term production and exploration upside across gold, copper, and silver.

Avino Silver & Gold (TSX: ASM) (NYSE American: ASM) - A debt-free, cash-flow positive silver, gold, and copper producer, operating in Durango, Mexico. With development underway at a second mine, Avino is scaling production while leveraging existing infrastructure.

Pasofino Gold (TSXV: VEIN) (OTCQB: EFRGF) - is advancing a 3.9-million-ounce gold project in Liberia. Backed by strong economics and a completed feasibility study, the company is preparing for a construction decision and aiming for early production of up to 200,000 ounces per year.

Mayfair Gold (TSXV: MFG) (OTCQX: MFGCF) - Mayfair Gold is developing a low-risk, fast-to-market gold operation in Ontario, with a unique strategy to self-finance expansion using early cash flow. Positioned below federal permitting thresholds, it's set to capitalize on the current gold cycle.

About BTV - Business Television:

On air for 25+ years, BTV - Business Television, a half-hour investment TV show, delivers up-and-coming companies and investment opportunities. With Hosts, Taylor Thoen and Jessica Katrichak, BTV features stock market analysts, experts and on location interviews with emerging company executives.

TV BROADCAST NETWORKS and TIMES: 

Airing on FOX Business News!

  • Saturday, July 5 @ 5:00pm ET

Suggest a Company to Feature!

Contact: (604) 664-7401 x3 info@b-tv.com. To receive BTV news, subscribe.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/257791

News Provided by Newsfile via QuoteMedia

Keep reading...Show less
Westport to Issue Q2 2025 Financial Results on August 11, 2025 and Provides an Update on the Divestment of the Light-Duty Segment

Westport to Issue Q2 2025 Financial Results on August 11, 2025 and Provides an Update on the Divestment of the Light-Duty Segment

 

Westport Fuel Systems Inc. (TSX: WPRT Nasdaq: WPRT) ("Westport" or "The Company") announces that the Company will release Q2 2025 financial results on Monday, August 11, 2025, after market close. A conference call and webcast to discuss the financial results and other corporate developments will be held on Tuesday, August 12, 2025.

 

Time: 10:00 a.m. ET (7:00 a.m. PT)
Call Link: https://register-conf.media-server.com/register/BI842f3b76bd5b44c7aee3e609a6cc77b3   
Webcast: https://investors.westport.com  

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less
Shell sign on a tall pole against a clear blue sky.

Shell Denies Interest in BP Takeover, Freezing Potential Deal for Six Months

Shell (NYSE:SHEL) has moved quickly to shut down speculation about a takeover bid for BP (LSE:BP,NYSE:BP), issuing a formal statement under the UK Takeover Code.

According to the company, no talks have taken place and it has no intention of making an offer.

“In response to recent media speculation Shell wishes to clarify that it has not been actively considering making an offer for BP and confirms it has not made an approach to, and no talks have taken place with, BP with regards to a possible offer,” the company said in a statement released Thursday (June 26) morning.

Keep reading...Show less
CHARBONE Hydrogen Executed a Master Collaborative Agreement to Receive 1M USD to Support the Deployment of a Malaysian Green Hydrogen Project Development for a Local Partner

CHARBONE Hydrogen Executed a Master Collaborative Agreement to Receive 1M USD to Support the Deployment of a Malaysian Green Hydrogen Project Development for a Local Partner

 

(TheNewswire)

 
     
  Charbone Hydrogen Corporation 
          
 

  The CHARBONE team will serve as expert matter advisors to a private Malaysian financial group for the development and construction of their first modular and scalable production facility in the Asia-Pacific region.  

News Provided by TheNewsWire via QuoteMedia

Keep reading...Show less

Latest Press Releases

Related News

×