Crew Energy Inc. Announces Completion of Acquisition By Tourmaline Oil Corp.
October 01 2024 - 5:15PM
Crew Energy Inc. (TSX: CR; OTCQB: CWEGF) ("
Crew"
or the "
Company") is pleased to announce the
completion of the acquisition by Tourmaline Oil Corp.
("
Tourmaline") of all of the outstanding common
shares of Crew (the "
Crew Shares") pursuant to a
plan of arrangement under Section 193 of the Business
Corporations Act (Alberta) (the "
Arrangement").
Under the Arrangement, holders of Crew Shares received 0.114802 of
a common share of Tourmaline ("
Tourmaline Shares")
for each one (1) Crew Share held.
The Tourmaline Shares issued to former holders
of Crew Shares have been approved for listing on the Toronto Stock
Exchange.
It is anticipated that the Crew Shares will be
delisted from trading on the Toronto Stock Exchange within two (2)
to three (3) business days following the date hereof.
In order for holders of Crew Shares
("Crew Shareholders") to receive the consideration
to which they are entitled pursuant to the Arrangement, registered
Crew Shareholders are required to deposit the certificate(s) or
direct registration statement ("DRS") advice(s),
as applicable, representing the Crew Shares held by them along with
the letter of transmittal, validly completed and duly executed, and
all other documents required by the terms of the Arrangement and
the letter of transmittal, with Odyssey Trust Company (the
"Depositary") at the address indicated on the back
page of the letter of transmittal. Registered Crew Shareholders who
do not deposit a validly completed and duly executed letter of
transmittal, together with the certificate(s) or DRS advice(s)
representing their Crew Shares and the other relevant documents,
will not receive the consideration to which they are otherwise
entitled pursuant to the Arrangement until the deposit of such
materials is made. Letters of transmittal were previously sent to
registered Crew Shareholders. Beneficial Crew Shareholders (i.e.
Crew Shareholders whose Crew Share are held by an
intermediary/broker) will receive the consideration to which they
are entitled pursuant to the Arrangement through their
intermediary/broker. All questions, including any request for
another letter of transmittal, should be directed to the
Depositary, which can be contacted at 1-888-290-1175 (Toll-Free) or
1-587-885-0960 or corp.actions@odysseytrust.com.
No certificates representing fractional
Tourmaline Shares shall be issued under the Arrangement. In lieu of
any fractional Tourmaline Shares, holders of Crew Shares otherwise
entitled to a fractional interest in Tourmaline Shares will receive
the nearest whole number of Tourmaline Shares.
About Tourmaline Oil Corp.
Tourmaline is Canada's largest and most active
natural gas producer dedicated to producing the lowest-cost natural
gas in North America. Tourmaline is an investment grade exploration
and production company providing strong and predictable operating
and financial performance through the development of its three core
areas in the Western Canadian Sedimentary Basin. With its existing
large reserve base, decades-long drilling inventory, relentless
focus on execution and cost management, and industry-leading
environmental performance, Tourmaline is excited to provide
shareholders an excellent return on capital and an attractive
source of income through our base dividend and surplus free cash
flow distribution strategies.
Forward Looking Information and
Statements
This news release contains forward-looking
information that involves known and unknown risks and
uncertainties, most of which are beyond the Company's control.
Forward-looking information in this news release includes, but is
not limited to, information concerning the anticipated date of
delisting of the Crew Shares from the Toronto Stock Exchange and
statements under the heading "About Tourmaline Oil Corp.". This
forward-looking information is made as of the date of this news
release and, other than as required by applicable securities laws,
the Company does not assume any obligation upon or revise it to
reflect new events or circumstances. The forward-looking
information contained in this news release is expressly qualified
by this cautionary statement.
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