ATLANTA, Sept. 15, 2023 (GLOBE NEWSWIRE) — GMT Capital Corp. (“GMT“) today announces that it intends to oppose and vote against the proposed acquisition of Pipestone Energy Corp. (“Pipestone“) by Strathcona Resources Ltd. (“Strathcona“). GMT opposes the acquisition of Pipestone by Strathcona for a number of reasons including that GMT believes the consideration offered by Strathcona undervalues the common shares of Pipestone (the “Pipestone Shares”). Full details of the reasons for GMT’s position are set forth in an early warning report (the “Early Warning Report“) and dissident proxy circular (the “Dissident Circular“) filed by GMT on Pipestone’s profile on SEDAR+ at www.sedarplus.ca.
The acquisition was initially announced by Pipestone and Strathcona on August 1, 2023 and involves the acquisition of all of the issued and outstanding common shares of Pipestone (the “Pipestone Shares“) in exchange for common shares of Strathcona (“Strathcona Shares“) by way of amalgamation pursuant to a plan of arrangement under Section 193 of the Business Corporations Act (Alberta) (the “Arrangement“). Pursuant to the Arrangement, each Pipestone Shareholder will receive 0.067967 Strathcona Shares for each Pipestone Share held. Pipestone shareholders will be asked to approve the Arrangement at a special meeting of the Pipestone shareholders scheduled to be held at 10:00 a.m. (Calgary time) on September 27, 2023 (the “Pipestone Meeting“).
GMT is a significant shareholder of Pipestone as it, together with certain entities that may be considered joint actors of GMT, currently have control or direction of, directly or indirectly, 53,238,135 Pipestone Shares representing 19.03% of the issued and outstanding Pipestone Shares. This press release is being issued in accordance with GMT’s early warning obligations under National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103“).
As an eligible institutional investor under NI 62-103, GMT was previously qualified to file alternative monthly reports in respect of its shareholdings of Pipestone under Part 4 of NI 62-103; however, as a result of GMT’s filing of the Dissident Circular and intent to oppose the Arrangement, GMT is now disqualified from the alternative monthly reporting system under NI 62-103 and as such is required to issue this press release and the corresponding Early Warning Report.
The last alternative monthly report filed by GMT in respect of Pipestone was filed on February 10, 2023 (the “Alternative Monthly Report“). GMT’s hedge fund and private client managed accounts (the “managed accounts“) currently hold 37,675,762 Pipestone Shares (“Pipestone Shares“) representing 13.47% of the issued and outstanding Pipestone Shares. Since the last Alternative Monthly Report, the number of Pipestone Shares held by managed accounts of GMT has increased by 533,600 Pipestone Shares and the percentage of the issued and outstanding Pipestone Shares held by managed accounts of GMT has increased by 0.14%. The managed accounts of GMT paid an aggregate price of CAD$1,568,980.83 for the Pipestone Shares acquired since the date of the last Alternative Monthly Report or an average price per Pipestone Share of CAD$2.94. The additional Pipestone Shares acquired since the last Alternative Monthly Report were acquired through the Toronto Stock Exchange or alternative exchanges and trading systems. In addition to the Pipestone Shares held by managed accounts of GMT, GMT Exploration Company LLC (“GMT Exploration“), a privately held independent oil and natural gas company that may be considered a joint actor under applicable securities laws, also holds Pipestone Shares. GMT Exploration currently holds 15,562,373 Pipestone Shares representing 5.56% of the issued and outstanding Pipestone Shares. There has been no change in the holdings of Pipestone Shares by GMT Exploration since the last Alternative Monthly Report.
The Pipestone Shares were initially acquired in the ordinary course of business, for investment purposes only and not for the purpose of exercising control or direction over Pipestone. However, GMT now intends to oppose the acquisition of Pipestone by Strathcona pursuant to the Arrangement. In addition, upon delivery of the Dissident Circular to other shareholders of Pipestone, GMT intends to encourage such other Pipestone shareholders to vote against the Arrangement. Subject to any restrictions on the acquisition or disposition of Pipestone Shares by GMT under applicable securities laws, GMT and its managed accounts may from time to time acquire additional Pipestone Shares, dispose of some or all of the Pipestone Shares held by them, or may continue to hold Pipestone Shares currently held.
As indicated above, Pipestone intends to hold the Pipestone Meeting for Pipestone shareholders to vote on the Arrangement at 10:00 a.m. (Calgary time) on September 27, 2023, which will be held virtually. Details of the Pipestone Meeting can be found in Pipestone’s management information circular dated August 25, 2023, which is available on SEDAR+ at www.sedarplus.ca.
For further information or to receive a copy of the Early Warning Report or Dissident Circular please contact:
GMT Capital Corp.
2300 Windy Ridge Parkway
Suite 550 South
Atlanta, GA 30339
Note: Any reference to percentages of the issued and outstanding Pipestone Shares held by various entities as set out in this press release are based on there being 279,708,061 Pipestone Shares issued and outstanding, as represented in Pipestone’s management information circular dated August 25, 2023.
CONTACT: (770) 989-8250
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