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VANCOUVER, BC, April 5,
2022 /CNW/ - ShaMaran Petroleum Corp. ("ShaMaran"
or the "Company") (TSXV: SNM) (Nasdaq First North Growth Market
(Sweden): SNM) is pleased to
announce an equity rights offering in the amount of approximately
USD 30.5 million ("Rights Offering")
to its Shareholders, of which USD 30
million is underwritten by its major shareholder, Nemesia
Holdings S.à.r.l. (the "Standby Purchaser"), as previously noted in
the Company's news release on July 12,
2021. The Company has determined that, due to the
improvement in its cashflow since the July
2021 announcement, it now intends to use the proceeds raised
from the Rights Offering for general corporate and administrative
purposes. View PDF version
Dr. Adel Chaouch, President and
Chief Executive Officer of ShaMaran, commented: "ShaMaran is
pleased to announce the launch of the rights offering, which allows
all shareholders to be part of the next steps in the growth of the
Company. We expect this rights offering to be for the benefit
of all of ShaMaran's shareholders."
Terms of the Rights Offering and
the Standby Commitment Agreement
The Company will undertake the Rights Offering to holders
("Shareholders") of ShaMaran Common Shares ("Shares") to each
holder of record of Shares at the close of business on April 13, 2022 ("Record Date") for Shareholders
who are resident in an "Eligible Jurisdiction" (as defined below).
Pursuant to the Rights Offering, the Company will distribute
one (1) right (a "Right") for each Share held to each Shareholder
of record at the close of business on the Record Date. Four
(4) Rights will entitle the holder to subscribe for one (1)
ShaMaran Share upon payment of the subscription price of
CAD 0.06825 or SEK 0.52 ("Subscription Price").
The Rights will be issued only to Shareholders on the Record
Date who are resident in an "Eligible Jurisdiction", being
Sweden and all provinces and
territories of Canada, and, in
accordance with exemptions from applicable prospectus requirements:
Norway, Denmark, Finland, France, the
Netherlands, the United
Kingdom and Luxembourg
("Eligible Holders"). Details of the Rights Offering will be set
out in the rights offering notice ("Rights Offering Notice") and
the rights offering circular ("Rights Offering Circular") to be
available today on the Company's website at
www.shamaranpetroleum.com and under the Company's profile on SEDAR
at www.sedar.com. The Company also expects to publish a Swedish
prospectus ("Prospectus") no later than April 20, 2022, subject to final approval by the
Swedish Financial Supervisory Authority, and will be made available
that day on the Company's website www.shamaranpetroleum.com and
under the Company's profile on SEDAR at www.sedar.com. The
Prospectus will also be available on the Swedish Financial
Supervisory Authority's website (www.fi.se).
Shareholders who are resident outside of the Eligible
Jurisdictions ("Ineligible Shareholders") may be able to
participate in the Rights Offering if they can establish to the
Company's satisfaction that the transaction is exempt under
applicable legislation. If you are an Ineligible Shareholder,
please review the Rights Offering Notice, the Rights Offering
Circular, the Company's notice to ineligible holders ("Notice to
Ineligible Shareholders") or the Prospectus (as applicable) for
information on how you may participate in the Rights Offering.
The Standby Purchaser, who holds together with Zebra Holdings
and Investments S.à.r.l., a combined 25.52% of the total
outstanding Shares of the Company, is supporting this Rights
Offering and has entered into a standby commitment agreement to
purchase all equity securities of ShaMaran under the Rights
Offering not otherwise subscribed for by other Rightsholders up to
a commitment of USD 30 million (the
"Standby Commitment Agreement"). The Standby Purchaser has not been
granted any fee or other remuneration for this undertaking. The
Standby Purchaser is a related party of the Company under
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101") because it holds,
with its joint actor, more than 10% of the issued and outstanding
Shares. The Rights Offering is not subject to the related party
rules under MI 61-101 based on a prescribed exception related to
rights offerings.
The Rights will be listed for trading on TSX Venture Exchange
("TSX-V") under the symbol SNM.RT and the Nasdaq First North Growth
Market in Stockholm ("NASDAQ First
North") under the symbol SNM.TR and will be exercisable from the
date of mailing to Shareholders of the Rights Offering Notice,
expected to occur on April 20, 2022.
The subscription period on Euroclear Sweden will end at 15:00
(CET) on May 16, 2022. The Rights
Offering will expire at 14:00 (Eastern time) on May 20, 2022. Following the termination of
the subscription period on Euroclear Sweden and the expiry of the
Rights Offering, any Rights not exercised will expire, be void and
will have no value. The right to subscribe for all of the Shares
that can be initially purchased upon exercise of all Rights held by
a Rightsholder is referred to as the "Basic Subscription
Privilege". A Rightsholder who has exercised in full its Basic
Subscription Privilege will be entitled to subscribe for additional
Shares on a pro rata basis, if available, that
were not otherwise subscribed for in the Rights Offering at the
Subscription Price ("Additional Subscription Privilege").
NOTICE TO HOLDERS OF SHARES
THROUGH EUROCLEAR SWEDEN
Shareholders holding their Shares through Euroclear Sweden will
not be able to subscribe for additional shares pursuant to the
Additional Subscription Privilege (Sv. "Subsidiär teckning").
Shareholders who wish to subscribe for additional shares pursuant
to the Additional Subscription Privilege must have their Shares
registered in Canada to further
participate in the 2022 Rights Offering according to the Canadian
terms and conditions that are included in the Rights Offering
Circular and Rights Offering Notice published today. A cross-border
halt for the Shares will be implemented on April 12 - 13, 2022; hence, anyone re-registering
their shares from Euroclear Sweden to Canada must ensure that the re-registration
has been completed well before the cross-border halt commences on
April 12, 2022. ShaMaran shareholders
are advised to immediately contact their respective broker or
nominee for further information on how to re-register their
Shares.
RIGHTS OFFERING TIMELINE
(2022)
|
HOLDERS OF SHARES
IN
EUROCLEAR SWEDEN
|
REGISTERED HOLDERS
OF SHARES AND BENEFICIAL
HOLDERS OF SHARES NOT ADMINISTERED BY
EUROCLEAR
|
Cross Border trading
halt
|
April 12-13
|
April 12-13
|
Record Date
|
April 13
|
April 13
|
Subscription
Period
|
April 20 – May
16
|
April 20 – May
20
|
Trading in
Rights
|
April 20 – May
11
|
April 20 – May
20
|
Expiry of Rights
Offering
|
May 16, 15:00
(CET)
|
May 20, 14:00 (Eastern
time)
|
Further details on the Rights Offering and the procedures to be
followed by Shareholders are included in the Rights Offering
Circular, the Rights Offering Notice and the Notice to Ineligible
Shareholders, copies of which are filed under the Company's profile
on www.sedar.com and on the Company's website at
www.shamaranpetroleum.com. The Prospectus will also include
additional information and is, subject to approval by the Swedish
Financial Supervisory Authority, expected to be published no later
than April 20, 2022 under the
Company's profile on www.sedar.com and on the Company's website at
www.shamaranpetroleum.com.
OTHER
This information is information that ShaMaran is obliged to make
public pursuant to the EU Market Abuse Regulation. This
information was submitted for publication, through the agency of
the contact persons set out below, on April
5, 2022 at 3:30 a.m. ET.
Arctic Securities AS (Swedish branch) is the Company's Certified
Adviser on Nasdaq First North, +46 844 68 61 00,
certifiedadviser@arctic.com.
Neither the TSX-V nor its Regulation Services Provider (as that
term is defined in the policies of the TSX-V) accept responsibility
for the adequacy or accuracy of this news release.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities of the Company in
any jurisdiction. There shall be no offer or sale of, or
solicitation of an offer to buy, any securities referred to herein
in any jurisdiction in which such offer, sale or solicitation would
be unlawful.
The share subscription rights referred to herein, and any shares
issuable upon exercise of such subscription rights, have not been
and will not be registered under the United States Securities Act
of 1933, as amended (the "1933 Act"), or any state securities laws,
and may not be directly or indirectly offered, sold, resold or
exercised, as applicable, in the United
States or to, or for the account or benefit of, any U.S.
person (as those terms are defined in Regulation S under the 1933
Act) unless they are registered under, or the transaction is exempt
from the registration requirements of, the 1933 Act and applicable
state securities laws.
Further information regarding the acquisition of TEPKRI and
related financing transactions referred to in this news release is
provided in the material change report of the Company dated
July 22, 2021 filed with applicable
securities regulatory authorities in Canada, a copy of each is available through
the SEDAR website at www.sedar.com.
This news release has been prepared on the basis that any offer
of securities in any Member State of the European Economic Area,
other than Sweden, which has
implemented the Prospectus Regulation (EU) (2017/1129, as amended,
the "Prospectus Regulation") (each, a "Relevant Member State") will
be made pursuant to an exemption under the Prospectus
Regulation, as implemented in that Relevant Member State, from the
requirement to publish a prospectus for offers of securities.
Accordingly any person making or intending to make any offer in
that Relevant Member State of securities which are the subject of
the offering contemplated in this news release, may only do so in
circumstances in which no obligation arises for the Company of the
Rights Issue to publish a prospectus pursuant to Article 3 of the
Prospectus Regulation or supplement a prospectus pursuant to
Article 23 of the Prospectus Regulation, in each case, in relation
to such offer. The Company has not authorized, nor do it authorize,
the making of any offer of the securities through any financial
intermediary. The Company has not authorized, nor does it
authorize, the making of any offer of securities in circumstances
in which an obligation arises for the Company to publish or
supplement a prospectus for such offer. This news release
constitutes an advertisement in accordance with article
2 k of the Prospectus Regulation.
FORWARD LOOKING
STATEMENTS
This news release includes certain "forward-looking
information" and "forward-looking statements" (collectively
"Forward-Looking Statements") within the meaning of applicable
securities legislation. All statements, other than statements of
historical fact, included herein, including, without limitation,
the timing of and other procedural matters associated with the
Rights Offering; the closing of the Sarsang Acquisition, final KRG
approval, the anticipated use of proceeds from the Rights Offering,
the successful completion of the Rights Offering, the continued
listing of the Shares in the capital of the Company on NASDAQ First
North and the TSX-V, liquidity and working capital, the effects of
the Sarsang Acquisition on ShaMaran´s business, development and
prospects and the Company's business goals and objectives are
Forward-Looking Statements. Forward-Looking Statements are
frequently, but not always, identified by words such as "expects",
"anticipates", "believes", "intends", "estimates", "potential",
"possible", and similar expressions, or statements that events,
conditions, or results "will", "may", "could", or "should" occur or
be achieved.
Forward-Looking Statements involve various risks and
uncertainties. There can be no assurance that such statements will
prove to be accurate, and actual results and future events could
differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ
materially from the Company's expectations include: commodity price
fluctuations; uncertainty with the estimates of the quantities and
quality of reserves and resources; risks related to the Company's
ability to continue production and generate revenues; risks related
to the disruption of infrastructure; risks related to political
instability in Kurdistan; risks
related to dependence on third parties for the development of
projects; equipment breakdowns, labour disputes, non-compliance
with permit requirements or other unanticipated difficulties with
or interruptions in development; the uncertainties involving the
economic viability of developing contingent or prospective
resources in the Atrush block and the Sarsang block (following
completion of the Sarsang acquisition); risks pertaining to the
outbreak of the global pandemics, including COVID-19; government
regulation of operations; environmental risks; prices for energy
inputs, labour, materials, supplies and services; and risks
associated with the validity of petroleum contracts in Kurdistan. In particular, these statements
involve assumptions made with regard to the Company's ability to
close the Sarsang Acquisition, the commercial viability of the
Atrush and Sarsang block, the future demand and prices pertaining
to oil and gas, the timely payment for oil deliveries from the KRG
and that neither the Federal Government of Iraq´s court decision
implying that the KRG's production sharing contracts should be
voided or amended, nor the KRG´s order for the cessation of
flaring, will be enforced in ways that will have a significant
negative impact on ShaMaran´s operations. The Company's
Forward-Looking Statements reflect the beliefs, opinions, and
projections on the date the statements are made. The Company
assumes no obligation to update the Forward-Looking Statements or
beliefs, opinions, projections, or other factors, should they
change, except as required by law.
The Covid-19 virus and the restrictions and disruptions
related to it have had a drastic adverse effect on the world demand
for, and prices of, oil and gas as well as the market price of the
shares of oil and gas companies generally, including the Company's
Shares. There can be no assurance that these adverse effects
will not continue or that commodity prices will not decrease or
remain volatile in the future. These factors are beyond the
control of ShaMaran and it is difficult to assess how these, and
other factors, will continue to affect the Company and the market
price of ShaMaran's Shares. In light of the current
situation, as at the date of this news release, the Company
continues to review and assess its business plans and assumptions
regarding the business environment, as well as its estimates of
future production, cash flows, operating costs, and capital
expenditures.
ABOUT SHAMARAN
ShaMaran is a Kurdistan focused
oil development and exploration company which holds a 27.6%
interest, through its wholly-owned subsidiary General Exploration
Partners, Inc., in the Atrush Block and as announced in the
Company's news release of July 12,
2021 upon successful closing of the acquisition from a
TotalEnergies' affiliate will then also hold an 18% interest
through its then wholly-owned subsidiary TEPKRI Sarsang A/S in the
Sarsang Block.
ShaMaran is a Canadian oil and gas company listed on the TSX-V
and the Nasdaq First North under the symbol "SNM" and is part of
the "Lundin Group of Companies".
Follow us on Social Media:
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@shamaranpetroleumcorp
Twitter: @shamaran_corp
Facebook: @shamaranpetroleumcorp
SOURCE ShaMaran Petroleum Corp.