03:12:42 EDT Fri 10 May 2024
Enter Symbol
or Name
USA
CA



Pine Cliff Energy Ltd
Symbol PNE
Shares Issued 355,765,941
Close 2023-11-02 C$ 1.65
Market Cap C$ 587,013,803
Recent Sedar Documents

Pine Cliff Energy begins offer to acquire Certus Oil

2023-11-03 15:09 ET - News Release

An anonymous director reports

SUPPORTED TAKE-OVER BID OF CERTUS OIL AND GAS INC. DEPOSIT PERIOD NEWS RELEASE

Further to Pine Cliff Energy Ltd.'s news release dated Oct. 31, 2023, Pine Cliff has formally commenced an offer to acquire all of the issued and outstanding common shares in the capital of Certus Oil and Gas Inc., including securities convertible or exchangeable into common shares that may become issued and outstanding after the date hereof but prior to the expiry time (as defined below) and for a cash purchase price of $100-million. The offer will be open for acceptance until 5 p.m. (Calgary time) on Dec. 8, 2023, unless extended or withdrawn by Pine Cliff. Pine Cliff has determined, and hereby states, that the initial deposit period for the offer shall be for 35 days commencing on Nov. 3, 2023, the date of the offer, and this news release constitutes a deposit period news release, as defined under National Instrument 62-104 -- Take-Over Bids and Issuer Bids. Pine Cliff will mail the offer and takeover bid circular dated Nov. 3, 2023, and the accompanying letter of transmittal and notice of guaranteed delivery to Certus's shareholders and other persons who are entitled to receive the offer documents under applicable law. Certus's board of directors will also mail its directors' circular to shareholders on Nov. 3, 2023.

The Certus board has unanimously approved Pine Cliff's acquisition pursuant to the offer and unanimously recommends that shareholders tender their common shares to the offer. All of Certus's directors and officers and certain other Shareholders, representing approximately 51 per cent of Certus's outstanding common shares, have agreed to tender their common shares to the offer pursuant to lock-up agreements with Pine Cliff.

In connection with the offer, Certus and Pine Cliff entered into a preacquisition agreement dated Oct. 31, 2023, to provide for the acquisition of all the issued and outstanding common shares, including any Certus securities convertible or exchangeable into common shares that may become issued and outstanding after the date hereof but prior to the expiry time.

The full details of the offer and agreement are outlined in the offer documents and directors' circular, which Pine Cliff and Certus have, respectively, filed with the Canadian securities regulatory authorities and are available under their profiles on SEDAR+.

This news release is not a substitute for reading the offer documents or the directors' circular.

Shareholders and other interested parties are urged to read the offer documents and directors' circular, all documents incorporated by reference therein, all other applicable documents, and any amendments or supplements to any such documents, as each document contains important information about Certus, Pine Cliff and the offer.

We seek Safe Harbor.

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