The Toronto Stock Exchange reports that Gear Energy Ltd. will be delisted at the close on Feb. 7, 2025. According to the TSX, Cenovus Energy Inc. has acquired all of the issued and outstanding Gear shares pursuant to a plan of arrangement under Section 193 of the Business Corporations Act (Alberta).

Under the arrangement, holders of Gear shares had the option of electing to receive, for each full Gear share held: (i) 60.7 cents in cash per Gear share; (ii) 0.3035 of a Lotus Creek Exploration Inc. common share per Gear share; or (iii) a combination thereof, with Gear shareholders who did not make an election prior to the election deadline being deemed to have elected to receive 50 per cent of the consideration in cash and 50 per cent of the consideration in Lotus Creek shares.

Additionally, the consideration to be received by Gear shareholders under the arrangement was subject, in all cases, to adjustment if elections, and deemed elections, exceeded cash of $80-million (which was the maximum cash available pursuant to the arrangement) or 40 million Lotus Creek shares (which was the maximum Lotus Creek shares available pursuant to the arrangement).

As a result of the total amount of cash elected, or deemed to have been elected, to be received by Gear shareholders exceeding the maximum available cash, there will be adjustments to the cash distributed to Gear shareholders who have elected to receive 100 per cent cash or have elected, or been deemed to have elected, to receive a combination of cash and Lotus Creek shares. Gear shareholders who have elected to receive 100 per cent cash, will receive approximately 44.9 cents in cash and 0.079 of a Lotus Creek share for each Gear share held, and, Gear shareholders who have elected, or have been deemed to have elected, to receive 50 per cent of the consideration in cash and 50 per cent of the consideration in Lotus Creek shares will receive approximately 22.5 cents in cash and 0.191 of a Lotus Creek share for each Gear share held.

The TSX notes that there will be no adjustment for Gear shareholders who have elected to receive 100 per cent in Lotus Creek shares, with such shareholders receiving 0.3035 of a Lotus Creek share for each Gear share held. No fractional Lotus Creek shares will be issued in connection with the arrangement. In lieu of any fractional Lotus Creek share, each holder of Gear shares otherwise entitled to a fractional interest in a Lotus Creek share will only be entitled to receive the lowest whole number of Lotus Creek shares (with all fractions being rounded down). Any amount of cash consideration will be rounded to the nearest whole cent.

To receive the consideration, Gear shareholders must return the letter of transmittal and election form, together with Gear share certificates and/or DRS advices to Odyssey Trust Company at its principal offices in Toronto. The Lotus Creek shares have been conditionally approved for listing on the TSX Venture Exchange. Trading in respect of the Lotus Creek shares is expected to begin on Feb. 11, 2025, under the symbol LTC, subject to Lotus Creek meeting and fulfilling all TSX-V requirements.

For more information, see Gear's news release dated Feb. 5, 2025, and the information circular dated Dec. 30, 2024, available on SEDAR+.