Athabasca Oil Corporation Announces a US$350 Million Notes Offering, Issuance of a Conditional Redemption Notice for its US$450 Million of Notes due 2022 and an Amended and Restated C$110 Million Credit Facility
October 07 2021 - 2:36PM
Athabasca Oil Corporation (TSX: ATH) (“Athabasca” or the “Company”)
announced today a private placement offering (the “Offering”) of
350,000 units. Each unit will consist of $1,000 principal amount of
senior secured second lien notes due 2026 (each a “Note”) which
bear interest at 9.75% per annum, and one five-year warrant (each
“Warrant”) to purchase 227 common shares (“Warrant Shares”) at an
exercise price of $0.9441 per Warrant Share (representing the 5-day
volume weighted average trading price of the Company’s common
shares on the Toronto Stock Exchange (“TSX”) ended October 6). The
Warrants have a cashless exercise feature to minimize future
dilution. Listing of the Warrant Shares issuable upon exercise of
the Warrants will be subject to TSX approval. Closing of the
Offering is anticipated on or about October 22, 2021. Athabasca
will provide a strategic update and corporate guidance
incorporating the Offering on closing.
Athabasca intends to use the net proceeds of the
Offering, and cash on hand to redeem its US$450 million aggregate
principal amount of 9.875% senior secured second lien notes due
February 24, 2022 (the “2022 Notes”). Athabasca will issue a notice
today to conditionally redeem its 2022 Notes at a redemption price
of 100.0% of the principal amount of the 2022 Notes plus accrued
and unpaid interest to, but excluding, the redemption date. The
redemption is expected to be completed on or about November 6, 2021
and is conditioned upon the completion of the Offering. This press
release does not constitute notice of the redemption.
Athabasca also announced today that, conditional
upon the completion of the Offering and the redemption of the 2022
Notes, it will enter into an amended and restated credit agreement
with a syndicate of financial institutions. The amended and
restated credit agreement will provide for a C$110 million
reserves-based secured credit facility with a maturity date in
October 2023. The Company maintains its C$40 million unsecured
letter of credit facility that is supported by a performance
security guarantee from Export Development Canada.
The Notes, Warrants and Warrant Shares issuable
upon exercise of the Warrants (collectively, the “Securities”) will
not be registered under the U.S. Securities Act of 1933, as amended
(the "U.S. Securities Act"), and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements. The Securities have not been and will
not be qualified for sale to the public under applicable Canadian
securities laws and, accordingly, any offer and sale of the
Securities in Canada will be made on a basis which is
exempt from the prospectus requirements of such securities laws.
The Securities are being offered only to persons reasonably
believed to be qualified institutional buyers in the United States
under Rule 144A and outside the United States in compliance with
Regulation S under the U.S. Securities Act and pursuant to certain
prospectus exemptions in Canada.
This news release does not constitute an offer
to sell, or a solicitation of an offer to buy, any security and
shall not constitute an offer, solicitation or sale in any
jurisdiction in which such an offer, solicitation, or sale would be
unlawful.
About Athabasca Oil
Corporation
Athabasca Oil Corporation is a Canadian energy
company with a focused strategy on the development of thermal and
light oil assets. Situated in Alberta’s Western Canadian
Sedimentary Basin, the Company has amassed a significant land base
of extensive, high quality resources. Athabasca’s common shares
trade on the TSX under the symbol “ATH”. For more information,
visit www.atha.com.
For more information, please contact:
Matthew TaylorChief Financial
Officer1-403-817-9104mtaylor@atha.com
Robert BroenPresident and CEO1-403-817-9190rbroen@atha.com
Reader Advisory:
This News Release contains forward-looking
information that involves various risks, uncertainties and other
factors. All information other than statements of historical fact
is forward-looking information. The use of any of the words
“anticipate”, “plan”, “forecast”, “continue”, “estimate”, “expect”,
“may”, “will”, “project”, “target”, “should”, “believe”, “predict”,
“pursue”, “potential”, “view” and “contemplate” and similar
expressions are intended to identify forward-looking information.
The forward-looking information is not historical fact, but rather
is based on the Company’s current plans, objectives, goals,
strategies, estimates, assumptions and projections about the
Company’s industry, business and future operating and financial
results. This information involves known and unknown risks,
uncertainties and other factors that may cause actual results or
events to differ materially from those anticipated in such
forward-looking information. No assurance can be given that these
expectations will prove to be correct and such forward-looking
information included in this News Release should not be unduly
relied upon. This information speaks only as of the date of this
News Release and, except as required by applicable securities laws,
the Company undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of
unanticipated events. In particular, this News Release contains
forward-looking information pertaining to, but not limited to, the
following: the completion, size and other attributes of the
Offering; the proceeds and use of proceeds of the Offering; the
redemption of the 2022 Notes and the timing thereof; the amendment
and restatement our credit agreement and the terms and timing
thereof; and other matters. With respect to forward-looking
information contained in this News Release, assumptions have been
made regarding, among other things, the completion of the Offering.
No assurance can be given that these expectations will prove to be
correct and such forward-looking statements included in this news
release should not be unduly relied upon. Actual results could
differ materially from those anticipated in these forward-looking
statements as a result of numerous risks and uncertainties
including, but not limited to, the risks and uncertainties
described in “Forward-Looking Statements” and “Risk Factors”
included in the Company’s Annual Information Form for the year
ended December 31, 2020, as filed on SEDAR and available on the
Athabasca website at www.atha.com.
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