investors

Painted Pony Receives Securityholder Support for its Acquisition by Canadian Natural Resources Limited

10/01/2020

CALGARY, Alberta, Oct. 01, 2020 (GLOBE NEWSWIRE) -- Painted Pony Energy Ltd. (“Painted Pony”) (TSX: PONY) is pleased to announce that at a special meeting held today (the “Meeting”), its shareholders and optionholders voted to approve its previously announced proposed transaction with Canadian Natural Resources Limited (“Canadian Natural”) (TSX, NYSE: CNQ).

Painted Pony and Canadian Natural entered into a definitive agreement on August 10, 2020 (the “Arrangement Agreement”) for the proposed acquisition of Painted Pony by Canadian Natural under a plan of arrangement, pursuant to which Canadian Natural will acquire all of the issued and outstanding Painted Pony Shares for cash consideration of $0.69 per Painted Pony Share, subject to the terms and conditions of the Arrangement Agreement (the “Arrangement”), following which Painted Pony will become a wholly-owned subsidiary of Canadian Natural.

The total number of shares represented by shareholders present in person and by proxy at the Meeting was 86,009,788, representing approximately 53.42% of Painted Pony’s issued and outstanding common shares. The total number of stock options represented by optionholders present in person and by proxy at the Meeting was 10,688,220, representing approximately 94.59% of Painted Pony’s issued and outstanding stock options.

Holders of the requisite majorities of shares and options voted in favour of the special resolution to approve the Arrangement (the “Arrangement Resolution”) as follows:

Resolution # Votes For % Votes For # Votes Against % Votes Against
Arrangement Resolution(1) 74,573,916 86.70 11,435,872 13.30
Arrangement Resolution(2) 85,140,422 88.05 11,557,586 11.95
Arrangement Resolution(3) 72,935,120 86.45 11,435,872 13.55

Notes:
(1)   More than 662/3% of votes cast by shareholders of Painted Pony present in person or represented by proxy at the Meeting, voted in favour of the Arrangement Resolution, as required by the interim order of the Court of Queen's Bench of Alberta (the "Court").
(2)   More than 662/3% of votes cast by shareholders and optionholders of Painted Pony, voting together as a single class, present in person or represented by proxy at the Meeting, voted in favour of the Arrangement Resolution, as required by the interim order of the Court.
(3)   More than 50 per cent of votes cast by shareholders of Painted Pony present in person or represented by proxy at the Meeting, excluding those shareholders whose votes are required to be excluded pursuant to Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, voted in favour of the Arrangement Resolution, as required by the interim order of the Court.

Detailed voting results for the Meeting are available under Painted Pony’s profile on SEDAR at www.sedar.com. The Arrangement is still subject to other conditions to closing, including final approval of the Arrangement by the Court.

Additional information regarding the Arrangement is provided in the management information circular of Painted Pony dated August 31, 2020, which is available on the SEDAR website at www.sedar.com under Painted Pony’s profile. Assuming the timely receipt of Court approval, the transaction is expected to close on or about October 6, 2020.

DEFINITIONS AND ADVISORIES

Currency: All amounts referred to in this press release are stated in Canadian dollars unless otherwise specified.

Forward-Looking Information: This press release contains certain forward-looking information within the meaning of Canadian securities laws. Forward-looking information relates to future events or future performance and is based upon Painted Pony’s current internal expectations, estimates, projections, assumptions and beliefs. All information other than historical fact is forward-looking information. Words such as “expect”, “anticipate”, “may”, “will”, “proposed” and other similar words that indicate events or conditions may occur are intended to identify forward-looking information. More particularly and without limitation, this press release contains forward looking information relating to the anticipated receipt of final approval of the Arrangement by the Court, the ability of Painted Pony and Canadian Natural to satisfy the other conditions to, and to complete, the Arrangement; and the anticipated timing of the closing of the Arrangement.

The forward-looking information contained in this press release is made in reliance on certain assumptions that Painted Pony believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner, the approval of the Court and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement.

By its nature, forward-looking information is subject to numerous risks and uncertainties, some of which are beyond Painted Pony’s control. Completion of the Arrangement is subject to a number of conditions which are typical for transactions of this nature. Failure to satisfy any of these conditions may result in the termination of the Arrangement. The foregoing list is not exhaustive. Additional information on these and other risks that could affect completion of the Arrangement are set forth in the management information circular, which is available on SEDAR at www.sedar.com. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking information. The actual results could differ materially from those expressed in, or implied by, this forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that Painted Pony will derive therefrom.

Painted Pony disclaims any intention or obligation to 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.

ABOUT PAINTED PONY

Painted Pony is a publicly traded natural gas company based in Western Canada. Painted Pony is primarily focused on the development of natural gas and natural gas liquids from the Montney formation in northeast British Columbia. Painted Pony’s common shares trade on the TSX under the symbol “PONY”.

Contact Information:
Patrick R. Ward
President and Chief Executive Officer

Stuart W. Jaggard
Chief Financial Officer

Jason W. Fleury
Director, Investor Relations
(403) 776-3261

(403) 475-0440
1-866-975-0440 toll free
ir@paintedpony.ca
www.paintedpony.ca


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Source: Painted Pony Energy Ltd.

Reporting Dates

  • 2019 Q4: March 11, 2020
  • 2020 Q1: May 6, 2020
  • 2020 Q2: August 12, 2020
  • 2020 Q3: November 4, 2020
  • 2020 Q4: March 12, 2021

Emergency Phone: 1-888-775-0440

PAINTED PONY ENERGY LTD.

1200, 520 3 Avenue SW Calgary, Alberta T2P 0R3 P: 403 475-0440 F: 403 238-1487 TF: 1-866-975-0440 E: info@paintedpony.ca

Whistleblower Hotline

24-HOUR EMERGENCY CONTACT

Call 1-888-775-0440 to report concerns regarding any of Painted Pony’s field operations. This is for EMERGENCIES ONLY and does not connect to Painted Pony’s head office.

PAINTED PONY ENERGY LTD.

1200, 520 3 Avenue SW Calgary, Alberta T2P 0R3 P: 403 475-0440 F: 403 238-1487 TF: 1-866-975-0440 E: info@paintedpony.ca