CALGARY, AB, Feb. 28, 2022 /CNW/ - Journey Energy Inc. (TSX:
JOY) ("Journey" or the "Company") announces that it
has entered into an agreement with Acumen Capital Finance Partners
Limited ("Acumen"), pursuant to which Acumen has agreed to
purchase, on a "bought deal" basis, 2,480,000 common shares (the
"Flow-Through Shares") of Journey to be issued as
"flow-through shares" with respect to "Canadian development
expenses" within the meaning of the Income Tax
Act (Canada) and the
regulations thereunder in force as of the date hereof (the "Tax
Act") at a price (the "Offering Price")
of $4.25 per Flow-Through Share, for gross proceeds to
the Company of approximately $10.5 million (the
"Offering").
Journey has granted Acumen an option to purchase additional
Flow-Through Shares, equal to 15% of the number of Flow-Through
Shares sold pursuant to the Offering at the Offering Price, for
market stabilization purposes and to cover over-allotments for a
period expiring 30 days after the date of closing.
Journey will use proceeds from the Offering to incur eligible
"Canadian development expenditures" within the meaning of the Tax
Act in an aggregate amount of not less than the gross proceeds
raised from the Offering and will renounce qualifying expenditures
to purchasers of the Flow-Through Shares on or before December
31, 2022.
The Flow-Through Shares will be offered by way of short form
prospectus in each of the provinces of Canada, excluding
Québec, pursuant to National Instrument 44-101 – Short Form
Prospectus Distributions and some may be resold
in the United States pursuant to an exemption from the
registration requirements of the United States Securities Act of
1933, as amended (the "U.S. Securities Act") and in such
other jurisdictions outside of Canada and the United
States as agreed to by the Company, in each case in accordance
with all applicable laws and provided that no prospectus,
registration statement or similar document is required to be filed
in such jurisdiction.
Closing is expected on or about March 18, 2022 and is
subject to Toronto Stock Exchange and other necessary regulatory
approvals.
The Flow-Through Shares have not been, and will not be,
registered under the U.S. Securities Act or any U.S. state
securities laws, and may not be offered or sold in the United
States or to, or for the account or benefit of, United
States persons absent registration or any applicable exemption
from the registration requirements of the U.S. Securities Act and
applicable U.S. state securities laws. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
securities in the United States , nor will there be any
sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About the Company
Journey is a Canadian exploration and production company focused
on conventional, oil-weighted operations in western Canada. Journey's strategy is to grow its
production base by drilling on its existing core lands,
implementing water flood projects, and executing on accretive
acquisitions. Journey seeks to optimize its legacy oil pools on
existing lands through the application of best practices in
horizontal drilling and, where feasible, with water floods.
FORWARD LOOKING STATEMENTS:
This press release
contains forward-looking statements. The use of any of the words
"anticipate", "continue", "estimate", "expect", "may", "will",
"project", "should", "believe" and similar expressions are intended
to identify forward-looking statements. These statements involve
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 statements. More
particularly, this press release contains statements with respect
to closing of the Offering, the use of proceeds of the Offering,
the tax treatment of the Flow-Through Shares and the timing of the
renunciation of the development expenses.
The forward-looking statements are based on certain key
expectations and assumptions made by Journey. Although Journey
believes that the expectations and assumptions on which the
forward-looking statements are based are reasonable, undue reliance
should not be placed on the forward-looking statements because
Journey can give no assurance that they will prove to be correct.
Since forward-looking statements address future events and
conditions, by their very nature they involve inherent risks and
uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. These
include, but are not limited to, risks associated with the
condition of the global economy, including trade, public health
(including the impact of COVID-19) and other geopolitical risks;
risks associated with the oil and gas industry in general (e.g.,
operational risks in development, exploration and production;
delays or changes in plans with respect to exploration or
development projects or capital expenditures; the uncertainty of
reserve estimates; the uncertainty of estimates and projections
relating to production, costs and expenses, and health, safety and
environmental risks); commodity price and exchange rate
fluctuations and constraint in the availability of services,
adverse weather or break-up conditions; uncertainties resulting
from potential delays or changes in plans with respect to
exploration or development projects or capital expenditures.
Certain of these risks are set out in more detail in Journey's AIF
dated March 23, 2021 and in Journey's MD&A for the
period ended September 30, 2021, both of which have been filed
on SEDAR and can be accessed at www.sedar.com.
The forward-looking statements contained in this press release
are made as of the date hereof and Journey undertakes no obligation
to update publicly or revise any forward-looking statements or
information, whether as a result of new information, future events
or otherwise, unless so required by applicable securities laws.
SOURCE Journey Energy Inc.