REG - Tenaz Energy Corp. Tenaz Energy - TNZ - Response to SDX Announcement

Tenaz EnergyAnnouncement

18/07/2022 14:30

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RNS Number : 8524S  Tenaz Energy Corp.  18 July 2022

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(WITHDRAWAL) ACT 2018 AS AMENDED.

FOR IMMEDIATE RELEASE

18 July 2022

Tenaz Energy Corp.

Response to SDX Announcement

Tenaz Energy Corp. ("Tenaz" or the "Company") (TNZ: TSX) notes the
announcement this morning by SDX regarding Aleph Commodities Limited and has
made an announcement in response, as set out below, on the Toronto Stock
Exchange:

 

"Through public disclosures and communication with SDX, we have been informed
that a shareholder representing that it owns 25.7% of SDX's issued and
outstanding shares intends to vote against the proposed Scheme of Arrangement
(the "Scheme") to amalgamate Tenaz and SDX.  The Scheme requires, among other
things, that 75% of the shares voted by SDX shareholders support the
combination for it to become effective.  In determining the shareholder
approval, any shares voted must be eligible to vote and be validly voted in
respect of the Scheme approval.

Tenaz has reserved the right to elect to implement the transaction by way of a
takeover offer in compliance with the UK Takeover Code, subject to the UK
Takeover Panel's consent and NI 62-104 and the terms of the co-operation
agreement with SDX.  We are evaluating all available options with respect to
the transaction and will provide a further update when appropriate.

Full details of approval requirements can be found in the Scheme Document
distributed to SDX shareholders, which is available on our website at
www.tenazenergy.com (http://www.tenazenergy.com) .

There has been no change or postponement of the shareholder meetings of either
Tenaz or SDX to consider the transaction.  Both meetings are scheduled for
July 29, 2022."

 

The board of SDX are expected to make a further announcement in due course.

Unless otherwise defined or unless context so requires, capitalised terms used
but not defined in this announcement have the meanings given to them in the
Rule 2.7 Announcement regarding the Combination which was published on 25 May
2022.

 

Forward-looking Information and Statements

This press release contains certain forward-looking information and statements
within the meaning of applicable securities laws. The use of any of the words
"expect", "anticipate", "budget", "forecast", "continue", "estimate",
"objective", "ongoing", "may", "will", "project", "should", "believe",
"plans", "intends", "strategy" and similar expressions are intended to
identify forward-looking information or statements. In particular, but without
limiting the foregoing, this press release contains forward-looking
information and statements pertaining to: intentions of a particular SDX
shareholder, approval of the Scheme and the anticipated shareholder meeting
dates for both Tenaz and SDX;

The forward-looking information and statements contained in this press release
reflect several material factors and expectations and assumptions of the
Company including, without limitation: satisfaction of all conditions to the
transaction and receipt of all necessary approvals; the performance of the SDX
assets; the continued performance of the Company's oil and gas properties in a
manner consistent with its past experiences; and the continued availability of
adequate debt and equity financing and cash flow from operations to fund its
planned expenditures. The Company believes the material factors, expectations
and assumptions reflected in the forward-looking information and statements
are reasonable, but no assurance can be given that these factors,
expectations, and assumptions will prove to be correct.

The forward-looking information and statements included in this press release
are not guarantees of future performance and should not be unduly relied upon.
Such information and 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 information or statements
including, without limitation: the ability of management to execute its
business plan or realise anticipated benefits from the transaction; the risks
of not obtaining court, shareholder, regulatory and other approvals for the
transaction; the ability of management to successfully integrate the SDX's
business and assets; changes in commodity prices; changes in the demand for or
supply of the Company's products; unanticipated operating results or
production declines; changes in tax or environmental laws, royalty rates or
other regulatory matters; changes in development plans of the Company or by
third party operators of the Company's properties, increased debt levels or
debt service requirements; inaccurate estimation of the Company's oil and gas
reserve volumes; limited, unfavorable or a lack of access to capital markets;
increased costs; a lack of adequate insurance coverage; the impact of
competitors; and certain other risks detailed from time to time in the
Company's public documents.

The forward-looking information and statements contained in this press release
speak only as of the date of this press release, and the Company does not
assume any obligation to publicly update or revise them to reflect new events
or circumstances, except as may be required pursuant to applicable laws.

 

 

Enquiries

Tenaz Energy Corp.

Marty Proctor,
Chairman
Tel: + 1 (587) 330-1983

Anthony Marino, Chief Executive
Officer

 

 

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