Granite Ridge Resources, Inc. (“Granite Ridge” or the “Company”)
(NYSE: GRNT; GRNT.WS), a scaled, non-operated oil & gas
exploration and production company, today announced the expiration
and results of its previously disclosed exchange offer (the
“Offer”) and consent solicitation (the “Consent Solicitation”)
relating to its outstanding warrants to purchase shares of common
stock of the Company, par value $0.0001 per share (the “common
stock”), which warrants trade on The New York Stock Exchange (the
“NYSE”) under the symbol “GRNT.WS” (the “warrants”). The Offer and
Consent Solicitation expired at 11:59 p.m., Eastern Time, on June
16, 2023. The purpose of the Offer and Consent Solicitation is to
simplify the Company’s capital structure and reduce the potential
dilutive impact of the warrants, thereby providing the Company with
more flexibility for financing its operations in the future.
The Company has been advised that 9,887,035 warrants (including
279,161 warrants tendered through guaranteed delivery), or
approximately 95.5% of the outstanding warrants, were validly
tendered and not validly withdrawn prior to the expiration of the
Offer and Consent Solicitation. The Company expects to accept all
validly tendered warrants for exchange and settlement on or before
June 22, 2023.
In addition, pursuant to the Consent Solicitation, the Company
received the approval of parties representing approximately 95.5%
of the outstanding warrants to amend the warrant agreement that
governs the warrants (such amendment, the “Warrant Amendment”),
which exceeds the threshold of 50% of the outstanding warrants
required to effect the Warrant Amendment. Accordingly, the Company
and Continental Stock Transfer & Trust Company entered into the
Warrant Amendment, dated June 20, 2023, and the Company announced
that it will exercise its right, in accordance with the terms of
the Warrant Amendment, to exchange each warrant that is outstanding
upon the closing of the Offer for 0.225 shares of common stock per
warrant, which is a ratio 10% less than the exchange ratio
applicable to the Offer (the “Post-Offer Exchange”). The Company
has fixed the date for the Post-Offer Exchange as July 5, 2023.
As a result of the completion of the Offer and the Post-Offer
Exchange, no warrants will remain outstanding. Accordingly, the
warrants will be suspended from trading on the New York Stock
Exchange and will be delisted upon completion of the Post-Offer
Exchange. The shares of common stock will continue to be listed and
trade on the New York Stock Exchange under the symbol “GRNT.”
Following completion of the Offer, there are approximately
135,148,232 shares of common stock outstanding (an increase of
approximately 1.86% from prior to the closing of the Offer) and
following completion of the Post-Offer Exchange there will be
approximately 135,252,393 shares of common stock outstanding (an
increase of approximately 1.94% from prior to the closing of the
Offer and the Post-Offer Exchange).
The Company engaged BofA Securities as the dealer manager for
the Offer and Consent Solicitation, D.F. King & Co., Inc. as
the information agent for the Offer and Consent Solicitation, and
Continental Stock Transfer & Trust Company as the exchange
agent for the Offer and Consent Solicitation.
About Granite Ridge Resources, Inc.
Granite Ridge Resources, Inc. (NYSE: GRNT) is a scaled,
non-operated oil & gas exploration and production company. We
own a portfolio of wells and top-tier acreage across the Permian
and four other prolific unconventional basins across the United
States. Rather than drill wells ourselves, we increase asset
diversity and decrease overhead by investing in a smaller piece of
a larger number of high-graded wells drilled by proven public and
private operators. We create value by generating sustainable
full-cycle risk adjusted returns for investors, offering a
rewarding experience for Granite Ridge’s team, and delivering
reliable energy solutions to all – safely and responsibly.
Forward-Looking Statements
This press release contains forward-looking statements regarding
future events and future results that are subject to the safe
harbors created under the Securities Act of 1933 (the “Securities
Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”).
All statements other than statements of historical facts included
in this release regarding the expected acceptance by Granite Ridge
of all validly tendered Warrants for exchange, the closing of the
Offer and Consent Solicitation, the consummation of the Post-Offer
Exchange, Granite Ridge’s business strategy, and plans and
objectives of management for future operations are forward-looking
statements. When used in this release, forward-looking statements
are generally accompanied by terms or phrases such as “estimate,”
“project,” “predict,” “believe,” “expect,” “continue,”
“anticipate,” “target,” “could,” “plan,” “intend,” “seek,” “goal,”
“will,” “should,” “may” or other words and similar expressions that
convey the uncertainty of future events or outcomes. Items
contemplating or making assumptions about actual or potential
future production and sales, market size, collaborations, and
trends or operating results also constitute such forward-looking
statements.
Forward-looking statements involve inherent risks and
uncertainties, and important factors (many of which are beyond
Granite Ridge’s control) that could cause actual results to differ
materially from those set forth in the forward-looking statements,
including the following: the ability to recognize the anticipated
benefits of the business combination, Granite Ridge’s financial
performance following the business combination, changes in Granite
Ridge’s strategy, future operations, financial position, estimated
revenues and losses, projected costs, prospects and plans, changes
in current or future commodity prices and interest rates, supply
chain disruptions, infrastructure constraints and related factors
affecting our properties, ability to acquire additional development
opportunities or make acquisitions, changes in reserves estimates
or the value thereof, operational risks including, but not limited
to, the pace of drilling and completions activity on our
properties, changes in the markets in which Granite Ridge competes,
geopolitical risk and changes in applicable laws, legislation, or
regulations, including those relating to environmental matters,
cyber-related risks, the fact that reserve estimates depend on many
assumptions that may turn out to be inaccurate and that any
material inaccuracies in reserve estimates or underlying
assumptions will materially affect the quantities and present value
of the Granite Ridge’s reserves, the outcome of any known and
unknown litigation and regulatory proceedings, legal and
contractual limitations on the payment of dividends, limited
liquidity and trading of Granite Ridge’s securities, acts of war or
terrorism and market conditions and global, regulatory, technical,
and economic factors beyond Granite Ridge’s control, including the
potential adverse effects of the COVID‑19 pandemic, or another
major disease, affecting capital markets, general economic
conditions, global supply chains and Granite Ridge’s business and
operations, and increasing regulatory and investor emphasis on
environmental, social and governance matters.
Granite Ridge has based these forward-looking statements on its
current expectations and assumptions about future events. While
management considers these expectations and assumptions to be
reasonable, they are inherently subject to significant business,
economic, competitive, regulatory and other risks, contingencies
and uncertainties, most of which are difficult to predict and many
of which are beyond Granite Ridge’s control. Granite Ridge does not
undertake any duty to update or revise any forward-looking
statements, except as may be required by the federal securities
laws.
Disclaimer
This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy, any securities, nor shall there be any
sale, issuance or transfer or securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
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Media IR@GraniteRidge.com (214) 396-2850
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