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Painted Pony Energy Ltd. ("Painted Pony" or the "Corporation") (TSX: PONY) today announces that it has filed and mailed the management information circular of Painted Pony dated August 31, 2020 and related proxy materials (collectively, the "Meeting Materials") in connection with the special meeting (the "Meeting") of holders of common shares ("Painted Pony Shares") of Painted Pony and holders of options to acquire Painted Pony Shares (collectively, the "Securityholders") to be held on Thursday, October 1, 2020 at 3:00 p.m. (Calgary time).
At the Meeting, Securityholders will be asked to consider and, if deemed advisable, to pass a special resolution (the "Arrangement Resolution") approving the previously announced transaction (the "Transaction") with Canadian Natural Resources Limited (the "Purchaser") (TSX, NYSE: CNQ), pursuant to which, among other things, the Purchaser will acquire all of the issued and outstanding Painted Pony Shares for cash consideration of $0.69 per Painted Pony Share (the "Purchase Price"), subject to the terms and conditions of the previously announced arrangement agreement between Painted Pony and the Purchaser dated August 10, 2020 (the "Arrangement Agreement"). The Transaction is to be completed by way of a plan of arrangement under the Business Corporations Act (Alberta).
THE ARRANGEMENT AGREEMENT AND APPROVALS
Under the Transaction, the Purchaser will acquire all of the issued and outstanding Painted Pony Shares in exchange for the payment to shareholders of the Purchase Price for each Painted Pony Share held.
All of the directors and executive officers of Painted Pony, together with Painted Pony's two largest shareholders, have entered into support agreements and have agreed to support the Transaction and vote an aggregate of approximately 25% of the outstanding Painted Pony Shares in favour of the Transaction, subject to the provisions of such support agreements.
The Transaction is subject to various closing conditions, including receipt of court approval, the required Securityholder approval at the Meeting and certain regulatory approvals, including approval under the Competition Act (Canada). Upon closing of the Transaction, the Painted Pony Shares will be de-listed from the TSX. If all of the necessary conditions to the Transaction are satisfied or waived, Painted Pony expects that the Transaction will be completed on or about October 6, 2020. The parties received a "no-action letter" on September 3, 2020, indicating that the Commissioner of Competition does not intend to make an application under section 92 of the Competition Act. This formally completes the Commissioner's review of the transaction and satisfies the Competition Act Clearance condition to closing in the Arrangement Agreement. The parties also received conditional approval from the TSX on August 27, 2020.
MEETING MATERIALS
The Meeting Materials contain important information regarding the Transaction, how Securityholders can vote at the Meeting and a summary of the events leading up to the Transaction, including the reasons that led the Corporation's Board of Directors (the "Board") to unanimously determine that the Transaction is fair, from a financial point of view, to Painted Pony's shareholders and in the best interest of Painted Pony. The Board unanimously recommends that Securityholders vote for the Arrangement Resolution approving the Transaction at the Meeting.
The Meeting Materials are available on Painted Pony's website at www.paintedpony.ca and under Painted Pony's SEDAR profile at www.SEDAR.com. The full text of the fairness opinion prepared by TD Securities Inc., co-lead financial advisor in connection with the Transaction, is included in the Meeting Materials.
THE MEETING
The Transaction is subject to approval by Securityholders at the Meeting, including the approval of at least: (a) two-thirds of the votes cast by the shareholders in person or represented by proxy at the Meeting; (b) two-thirds of the votes cast by the Securityholders in person or represented by proxy at the Meeting, voting together as a single class; and (c) if required, a majority of the votes cast by shareholders in person or represented by proxy at the Meeting, after excluding the votes cast by those shareholders whose votes are required to be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
Securityholders of record at the close of business on August 31, 2020 will be entitled to vote at the Meeting. Out of an abundance of caution and in an effort to adopt measures that assist our community in slowing the spread of the novel coronavirus disease 2019, also known as COVID-19, in order to protect the health and safety of our community, Securityholders, employees and other stakeholders, the Meeting will be held in a virtual-only format, which will be conducted via live audio webcast at www.virtualshareholdermeeting.com/PONY2020.
Optionholders, registered Painted Pony shareholders and duly appointed proxyholders will have the opportunity to ask questions in real time and vote on Meeting matters. Non-registered Painted Pony shareholders who have not duly appointed themselves as proxyholders may still attend the Meeting and ask questions but will not be able to vote at the Meeting.
Further details on how to attend and participate in the Meeting are provided in the Meeting Materials. Securityholders with questions or in need of voting assistance can contact Gryphon Advisors Inc. at 1-833-261-9730 (toll free in North America) or by email at inquiries@gryphonadvisors.ca.
DEFINITIONS AND ADVISORIES
Currency: All amounts referred to in this press release are stated in Canadian dollars unless otherwise specified.
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 Corporation'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 timing and anticipated receipt of required Securityholder and court approvals for the Transaction; the anticipated de-listing of the Painted Pony Shares from the TSX upon completion of the Transaction; the ability of Painted Pony and the Purchaser to satisfy the other conditions to, and to complete, the Transaction; and the anticipated timing of the holding of the Meeting and the closing of the Transaction.
In respect of the forward-looking statements concerning the anticipated completion of the Transaction, the anticipated timing for completion of the Transaction and the anticipated de-listing of the Painted Pony Shares from the TSX following completion of the Transaction, the Purchaser and Painted Pony have provided such in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner, the necessary Securityholder and court approvals and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement Agreement.
By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Painted Pony'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, the emergence of a superior proposal or the failure to obtain approval of Securityholders may result in the termination of the Arrangement Agreement. The foregoing list is not exhaustive. Additional information on these and other risks that could affect completion of the Transaction are set forth in the management information circular, which is available on SEDAR at www.sedar.com. 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 statements. The actual results, performance or achievement of Painted Pony could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that Painted Pony will derive therefrom.
Painted Pony disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
ABOUT PAINTED PONY
Painted Pony is a publicly traded natural gas company based in Western Canada. The Corporation is primarily focused on the development of natural gas and natural gas liquids from the Montney formation in northeast British Columbia. Painted Pony's common shares trade on the TSX under the symbol "PONY".
Contact Information:
Patrick R. Ward
President and Chief Executive Officer
Stuart W. Jaggard
Chief Financial Officer
Jason W. Fleury
Director, Investor Relations
(403) 776-3261
(403) 475-0440
1-866-975-0440 toll free
ir@paintedpony.ca
www.paintedpony.ca
