Birchcliff Energy Ltd. Receives TSX Approval for Renewed Normal Course Issuer Bid
November 17 2022 - 01:00PM
Birchcliff Energy Ltd. (“
Birchcliff” or the
“
Corporation”) (TSX: BIR) is pleased to announce
that the Toronto Stock Exchange (the “
TSX”) has
accepted the Corporation’s notice of intention to make a normal
course issuer bid (the “
NCIB”). The NCIB
effectively renews the Corporation’s existing normal course issuer
bid which is set to expire on November 24, 2022.
The NCIB allows Birchcliff to purchase up to
13,295,786 common shares (representing 5% of its 265,915,722 common
shares outstanding as at November 11, 2022) over a period of twelve
months commencing on November 25, 2022 and terminating no later
than November 24, 2023. Under the NCIB, common shares may be
purchased in open market transactions on the TSX and/or alternative
Canadian trading systems at the prevailing market price at the time
of such transaction. The total number of common shares that
Birchcliff is permitted to purchase on the TSX during a trading day
is subject to a daily purchase limit of 455,368 common shares,
which represents 25% of the average daily trading volume of
1,821,473 common shares on the TSX for the six-month period ended
October 31, 2022. However, Birchcliff may make one block purchase
per calendar week which exceeds the daily purchase restriction. All
common shares purchased under the NCIB will be cancelled.
Birchcliff believes that at times, the
prevailing market price of its common shares may not reflect the
underlying value of the shares and the Corporation’s business.
Accordingly, depending on the market price of the common shares and
other relevant factors, Birchcliff believes that purchasing its
common shares may represent an attractive opportunity to enhance
Birchcliff’s per share metrics and thereby increase the underlying
value of its common shares to its shareholders. In addition,
Birchcliff may use the NCIB to help offset the number of common
shares it issues throughout the year pursuant to the exercise of
options granted under its stock option plan in order to minimize or
eliminate dilution to shareholders.
The actual number of common shares purchased
pursuant to the NCIB and the timing of such purchases will be
determined by Birchcliff. There cannot be any assurance as to how
many common shares, if any, will ultimately be acquired by the
Corporation.
Under Birchcliff’s existing normal course issuer
bid (the “Existing NCIB”), it obtained the
approval of the TSX to purchase up to 13,267,554 common shares over
the period from November 25, 2021 to November 24, 2022. As at
November 16, 2022, the Corporation has purchased 6,780,792 common
shares under the Existing NCIB at a weighted average price per
share of $8.74 through the facilities of the TSX and alternative
Canadian trading systems.
Forward-Looking Statements
Certain statements contained in this press
release constitute forward-looking statements and forward-looking
information (collectively referred to as “forward-looking
statements”) within the meaning of applicable Canadian
securities laws. All statements and information other than
historical fact may be forward-looking statements. By their nature,
forward-looking 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. Accordingly, readers are cautioned not
to place undue reliance on such forward-looking statements.
Although Birchcliff believes that the expectations reflected in the
forward-looking statements are reasonable, there can be no
assurance that such expectations will prove to be correct and
Birchcliff makes no representation that actual results achieved
will be the same in whole or in part as those set out in the
forward-looking statements.
In particular, this press release contains
forward-looking statements relating to the NCIB, including
potential purchases under the NCIB and the effects and benefits of
the NCIB. With respect to the forward-looking statements contained
in this press release, assumptions have been made regarding, among
other things: the anticipated benefits of the NCIB; the degree to
which the Corporation’s results of operations and financial
condition will be disrupted by circumstances attributable to the
COVID-19 pandemic; prevailing and future commodity prices and
differentials, exchange rates, interest rates, inflation rates,
royalty rates and tax rates; the state of the economy, financial
markets and the exploration, development and production business;
the political environment; the regulatory framework; future cash
flow, debt and dividend levels; future operating, transportation,
marketing, G&A and other expenses; Birchcliff’s ability to
access capital and obtain financing on acceptable terms; the timing
and amount of capital expenditures and the sources of funding for
capital expenditures and other activities; the sufficiency of
budgeted capital expenditures to carry out planned operations; the
successful and timely implementation of capital projects; results
of operations; Birchcliff’s ability to continue to develop its
assets and obtain the anticipated benefits therefrom; the
performance of existing and future wells; and the ability to obtain
any necessary regulatory approvals in a timely manner. Birchcliff’s
actual results, performance or achievements could differ materially
from those anticipated in the forward-looking statements as a
result of both known and unknown risks and uncertainties including,
but not limited to: the failure to realize the anticipated benefits
of the NCIB; a failure to execute purchases under the NCIB; the
risks posed by pandemics (including COVID-19), epidemics and global
conflict (including the Russian invasion of Ukraine) and their
impacts on supply and demand and commodity prices; actions taken by
OPEC and other major producers of crude oil and the impact such
actions may have on supply and demand and commodity prices; general
economic, market and business conditions which will, among other
things, impact the demand for and market prices of Birchcliff’s
products and Birchcliff’s access to capital; volatility of crude
oil and natural gas prices; risks associated with increasing costs,
whether due to high inflation rates, supply chain disruptions or
other factors; stock market volatility; an inability to access
sufficient capital from internal and external sources on terms
acceptable to the Corporation; risks associated with Birchcliff’s
credit facilities; operational risks and liabilities inherent in
oil and natural gas operations; uncertainty that development
activities in connection with Birchcliff’s assets will be economic;
geological, technical, drilling, construction and processing
problems; the accuracy of cost estimates and variances in
Birchcliff’s actual costs and economic returns from those
anticipated; and changes to the regulatory framework in the
locations where the Corporation operates.
Readers are cautioned that the foregoing lists
of factors are not exhaustive. Additional information on these and
other risk factors that could affect results of operations,
financial performance or financial results are included in
Birchcliff’s most recent Annual Information Form under the heading
“Risk Factors” and in other reports filed with Canadian securities
regulatory authorities. Management has included the above summary
of assumptions and risks related to forward-looking statements
provided in this press release in order to provide readers with a
more complete perspective on Birchcliff’s future operations and
management’s current expectations relating to Birchcliff’s future
performance. Readers are cautioned that this information may not be
appropriate for other purposes. The forward-looking statements
contained in this press release are expressly qualified by the
foregoing cautionary statements. The forward-looking statements
contained herein are made as of the date of this press release.
Unless required by applicable laws, Birchcliff does not undertake
any obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
About Birchcliff:
Birchcliff is a Calgary, Alberta based
intermediate oil and natural gas company with operations focused on
the Montney/Doig Resource Play in Alberta. Birchcliff’s common
shares are listed for trading on the Toronto Stock Exchange under
the symbol “BIR”.
For further information, please contact: |
Birchcliff Energy Ltd.Suite 1000, 600 – 3rd Avenue
S.W. Calgary, Alberta T2P 0G5Telephone: (403) 261-6401Email:
info@birchcliffenergy.com www.birchcliffenergy.com |
|
Jeff Tonken – Chief Executive OfficerChris
Carlsen – President and Chief Operating
OfficerBruno Geremia – Executive Vice President
and Chief Financial Officer |
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