Calgary, Alberta, August 28, 2023 (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
To obtain information about voting your Pipestone Shares, please visit www.pipestonestrathcona.com.
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
Craig Nieboer, Chief Financial Officer
Dan van Kessel, Vice President Corporate Development
Strathcona Company Contacts
Rob Morgan, President & Chief Executive Officer
Connor Waterous, Senior Vice-President & Chief Financial Officer
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.