/NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW./
CALGARY,
AB, July 18, 2022 /CNW/ - Tenaz Energy Corp.
("Tenaz", "we", "our", "us" or the
"Company") (TSX: TNZ) would like to provide an update
regarding our previously announced acquisition of SDX Energy Plc
("SDX").
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.
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.
About Tenaz Energy Corp.
Tenaz is an energy company focused on the acquisition and
sustainable development of international oil and gas assets capable
of returning free cash flow to shareholders. In addition, Tenaz
conducts development of a semi-conventional oil project in the Rex
member of the Upper Mannville group at Leduc-Woodbend in central
Alberta.
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.
SOURCE Tenaz Energy Corp.