Prairie Provident Resources Inc. ("Prairie Provident" or the
"Company") (TSX:PPR) is pleased to announce the closing of the
initial $10.0 million subscription by its principal shareholder,
PCEP Canadian Holdco, LLC ("PCEP"), under the Company's
previously-announced $13.2 million rights offering (the "Rights
Offering").
Up to 529,579,000 common shares of Prairie
Provident ("Common Shares") are issuable under the Rights Offering
at a subscription price of $0.025 per share, for an aggregate
subscription price, if fully subscribed, of $13,239,475. The $10.0
million subscription by PCEP represents its pro rata share
(approximately 75.5%) of the Rights Offering, and resulted in PCEP
acquiring an additional 400,000,000 Common Shares. The subscription
price was partially paid by way of a $3.13 million setoff against a
prior US$2.3 million advance under the Company's second lien note
facility received in May 2024, fully extinguishing that
indebtedness, with the $6.87 million balance paid to Prairie
Provident in cash.
Directors and management of the Company have
delivered and funded an additional $400,000 in subscriptions under
the Rights Offering, for an aggregate of 16,000,000 Common Shares,
which will be closed on conclusion of the Rights Offering.
The Rights Offering will remain open, and
subscription rights distributed thereunder ("Rights") may be
validly exercised by eligible holders thereof, until 5:00 p.m.
(Mountain time) on October 28, 2024, at which time any unexercised
Rights will automatically terminate and become void and of no
value. Completion of PCEP's subscription achieves the minimum
subscription level for the Rights Offering. The Rights have
commenced trading on the Toronto Stock Exchange under the trading
symbol “PPR.RT” and will remain posted for trading until 12:00 p.m.
(Eastern time) on October 28, 2024.
PCEP may acquire additional Common Shares
pursuant to its $1.6 million standby commitment for the Rights
Offering, under which PCEP agreed, on the terms and conditions of
its standby purchase agreement with the Company, to purchase up to
64,000,000 additional Common Shares less the total number of Common
Shares acquired under the Rights Offering on the exercise of Rights
by holders other than PCEP and directors and management. The number
of additional Common Shares to be acquired, if any, will be
determined on conclusion of the Rights Offering after all
subscriptions have been tabulated.
For details regarding the Rights Offering,
please see Prairie Provident's rights offering circular dated
September 13, 2024, a copy of which is available under
the Company's issuer profile on SEDAR+ at www.sedarplus.ca or from
its website at www.ppr.ca.
Early Warning Disclosure – PCEP Canadian
Holdco, LLC
As the holder of 540,925,109 Common Shares as of
the close of business on the record date for the Rights Offering,
PCEP received 540,925,109 Rights, representing its pro rata share
of all Rights distributed under the Rights Offering, with each
Right entitling the eligible holder thereof to subscribe for
0.739474 of a Common Share at the subscription price of $0.025 per
whole Common Share. PCEP acquired an additional 400,000,000 Common
Shares (the "Acquired Shares") from Prairie Provident pursuant to
the exercise of the basic subscription privilege under its
540,925,109 Rights, for an aggregate subscription price of $10.0
million. The Acquired Shares were not acquired in a market.
Immediately before its acquisition of the
Acquired Shares, PCEP held 540,925,109 Common Shares, which at that
time represented approximately 75.5% of the Common Shares then
outstanding on a non-diluted basis. Upon acquisition of the
Acquired Shares, PCEP now holds the 940,925,109 Common Shares,
representing approximately 84.3% of the total Common Shares now
outstanding on a non-diluted basis.
The Acquired Shares are held for investment
purposes. PCEP may in the future acquire additional securities, or
may in the future sell the securities, in either case in the open
market, through private transactions, or otherwise, depending on
market conditions, alternative investment opportunities, changing
priorities, and other relevant factors.
An early warning report relating to PCEP's
acquisition of the Acquired Shares will be filed by PCEP on SEDAR+,
under the Company’s profile at www.sedarplus.ca. A copy of that
report may be obtained by contacting William H. Bulmer at
william.bulmer@prudential.com, by telephone at (214) 720-6204, or
by mail at PCEP Canadian Holdco, LLC, 2200 Ross Avenue, Suite
4300W, Dallas, Texas, 75201.
PCEP is a Delaware limited liability
company.
ABOUT PRAIRIE PROVIDENT
Prairie Provident is a Calgary-based company
engaged in the exploration and development of oil and natural gas
properties in Alberta, including a position in the emerging Basal
Quartz trend in the Michichi area of Central Alberta.
For further information, please contact:
Ryan Rawlyk, President and CEOPhone: (403) 292-8150Email:
investor@ppr.ca
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