Spartan Delta Corp. is pleased to announce that it has completed the sale of its Gold Creek and Karr Montney assets to Crescent Point Energy Corp. for cash consideration of $1.7 billion (the "Asset Sale"). Spartan also confirms that, on June 20, 2023, the Company will transfer its Simonette, Pouce Coupe and Flatrock assets (the "Logan Assets") to Logan Energy Corp. ("Logan"), a newly formed subsidiary of Spartan, in exchange for common shares (the "Logan Shares") and warrants (the "Logan Warrants") of Logan (the "Spin-Out").
Spartan will distribute the cash proceeds from the Asset Sale (the "Cash Proceeds"), and the Logan Shares and Logan Warrants issued pursuant to the Spin-Out, to the eligible holders (the "Shareholders") of the common shares of Spartan (the "Spartan Shares" and collectively, the "Distribution"). The Company has applied to list the Logan Shares on the facilities of the TSX Venture Exchange (the "TSXV").
Spartan will retain and continue to develop its prolific liquids-rich, sustainable production Deep Basin assets, with a focus on returning free funds flow to Shareholders.
Logan will be a growth-oriented, pure-play Montney company accelerating value for its shareholders through the organic development potential of its opportunity-rich Logan Assets.
Pursuant to the Distribution, eligible Shareholders will receive:
• $9.50 in Cash Proceeds per Spartan Share;
• 1.0 Logan Share per Spartan Share; and
• 1.0 Logan Warrant per Spartan Share, each warrant entitling the holder to acquire one Logan Share at an exercise price of $0.35 per Logan Share at any time on or before July 31, 2023.
At the upcoming annual general and special meeting of Shareholders to be held on May 16, 2023 (the "Meeting"), Shareholders will be asked to consider a special resolution authorizing the Company to reduce the stated capital account maintained in respect of the Spartan Shares by $540.0 million. Pursuant to the Distribution, the Company will distribute $479.4 million in Cash Proceeds and $60.6 million in Logan Shares and the Logan Warrants as a return of capital to eligible Shareholders. The balance of the Cash Proceeds will be distributed to eligible Shareholders as a special dividend. For Canadian income tax purposes, the special dividend will be designated as an "eligible dividend" and the balance of the Distribution will be treated as a return of capital by way of a reduction in the stated capital of the Spartan Shares.
The Company also confirms that the board of directors has declared an additional special cash dividend to eligible Shareholders of $0.10 per Spartan Share (the "Additional Dividend"). The Additional Dividend will be payable on July 31, 2023, to holders of Spartan Shares of record at the close of business on July 14, 2023 under the new CUSIP described below. The Additional Dividend is designated as an "eligible dividend" for Canadian income tax purposes.
Action is required by Shareholders to receive the Distribution. Below are details with respect to eligibility and process to receive the Distribution.
Registered Shareholders will receive a letter of transmittal and confirmation of eligibility form (the "Registered Eligibility Form") in connection with the Distribution on or about June 22, 2023. If you own Spartan Shares through a financial intermediary such as a bank, broker or trust company (a "Financial Intermediary"), your Financial Intermediary will be responsible for the completion of the Beneficial Eligibility Form. Financial Intermediaries will be required to complete a letter of transmittal and confirmation of eligibility form to be delivered to Financial Intermediaries for each of their CDS Participant IDs (the "Beneficial Eligibility Form") in connection with the Distribution.
In connection with the Distribution, Shareholders will be required to exchange their Spartan Shares for new Spartan Shares, which will be identical to the existing Spartan Shares except that they will be evidenced by a new CUSIP. The new CUSIP will trade in substitution of the old CUSIP in connection with the Distribution.
Spartan expects that the Spartan Shares will commence trading on the TSX under the new CUSIP at market open on Wednesday June 21, 2023, under the current ticker symbol "SDE". The Spartan Shares will trade on the TSX under the old CUSIP until market close on June 20, 2023.
The letter of transmittal and confirmation of eligibility requirements and process in respect of the Distribution may impair the active and liquid market in respect of the Spartan Shares during the Distribution period commencing on June 21, 2023. The timeline for Shareholders to receive the Distribution, and the ability of a Shareholder to seek liquidity in respect of its Spartan Shares, may be significantly impaired or delayed during this period. Shareholders should consult with their own financial advisors with respect to the tradability of the Spartan Shares during this period.
Registered Shareholders will receive the Registered Eligibility Form on or about June 22, 2023, which, when properly completed, duly executed and returned together with the certificates and/or Direct Registration System (DRS) statements representing Spartan Shares and all other required documents described in the Registered Eligibility Form, will enable each registered Shareholder to obtain their entitlements with respect to the Distribution and exchange their Spartan Shares for new Spartan Shares, which will be identical to the existing Spartan Shares except that they will be evidenced by a new CUSIP and which will trade in substitution of the old CUSIP.
Beneficial Shareholders will be subject to the process set out below under "Financial Intermediary Procedure".
The Registered Eligibility Form and/or Beneficial Eligibility Form, as applicable, will contain complete instructions on how to tender Spartan Shares to receive the Distribution. The Distribution will not affect the validity of currently outstanding share certificates of Spartan. However, once requisite eligibility documentation has been received by the Company, Spartan Shares will be substituted with new Spartan Shares under the new CUSIP.
Spartan Shares for which a Registered Eligibility Form and/or Beneficial Eligibility Form, as applicable, has not been submitted to positively confirm eligibility will remain registered under the Company's existing CUSIP.
As the Logan Warrants expire on July 31, 2023, it is important that: (a) Registered Shareholders expedite the submission of their Registered Eligibility requirements; and (b) Beneficial Shareholders should contact their Financial Intermediary or broker to confirm if they have any additional internal shareholder requirements.
Registered Shareholder Procedure
You are a registered Shareholder if you own Spartan Shares in your own name and either have a share certificate or DRS statement that shows your ownership. Registered Shareholders need to follow the procedure outlined below, otherwise you will not receive the Distribution or be able to exchange for the Spartan Shares under the new CUSIP.
The Registered Eligibility Form will be provided to registered Shareholders on or about June 22, 2023. Registered Shareholders that are corporations, partnerships or trusts, or where a person is acting in a power or attorney or executor capacity, will also need to send evidence of their capacity to confirm eligibility on behalf of the registered Shareholder.
All entitlements will be issued only to Registered Shareholders that have submitted a duly completed Registered Eligibility Form:
• The Cash Proceeds will be paid by cheque or wire, as applicable.
• The Logan Shares and Logan Warrants.
• Spartan Shares will be exchanged for new Spartan Shares with the new CUSIP.
Registered Shareholders that wish to have their cheque and securities sent to an address other than the registered address will also be required to obtain a signature guarantee from a Canadian Financial Institution.
Please submit your Registered Eligibility Form to Kingsdale Advisors prior to June 29, 2023 (the "Eligibility Deadline") to receive your Distribution entitlement on or about July 6, 2023. If your Registered Eligibility Form is not submitted by the Eligibility Deadline, it will delay processing and receipt of the Distribution and the Additional Dividend. If you have any questions or need assistance in completing the Registered Eligibility Form, please contact Kingsdale Advisors, toll free at 1-888-327-0819 or by email at corpaction@kingsdaleadvisors.com.
Financial Intermediary Procedure
You are a beneficial Shareholder if you own Spartan Shares through a Financial Intermediary such as a bank, broker or trust company. Beneficial shareholders will not be required to take action individually in order to receive the Distribution or to exchange existing Spartan Shares for new Spartan Shares with the new CUSIP. Your Financial Intermediary will be required to confirm eligibility to receive the Distribution and be able to exchange for the Spartan Shares under the new CUSIP on your behalf. If you have any questions regarding your eligibility status, you should contact your Financial Intermediary.
Financial Intermediaries will be required to complete a Beneficial Eligibility Form for each of their CDS Participant IDs and return it to Kingsdale Advisors as outlined on the Beneficial Eligibility Form. Financial Intermediaries will receive an electronic copy of the Beneficial Eligibility Form from Kingsdale Advisors after on or about June 22, 2023. Any Financial Intermediary that does not receive the Beneficial Eligibility Form should immediately contact Kingsdale Advisors for assistance. Financial Intermediaries are instructed to note the eligibility definition included within the Beneficial Eligibility Form and to confirm compliance with the definition on its own behalf and on behalf of its underlying clients. Where a Financial Intermediary's client is itself an Intermediary (an "Intermediary Client") holding on behalf of beneficial shareholders, the Financial Intermediary must seek confirmation of eligibility from any such Intermediary Client, and for clarity cannot attest on behalf of such Intermediary Client. The Beneficial Eligibility Form requires separate confirmation of the aggregate number of Spartan Shares held that are eligible to receive the Distribution and the aggregate number of Spartan Shares that are ineligible to receive the Distribution. Any client or Intermediary Client position that has not been positively confirmed as either eligible or ineligible must not be attested for under either category and will be defaulted to a "No Attestation" status. Only Spartan Shares under the eligible category will receive the Distribution and have their Spartan Shares transferred to the new CUSIP.
In addition to completing the Beneficial Eligibility Form, Financial Intermediaries are required to complete a medallion guarantee section and return the Beneficial Eligibility Form, as will be further explained in the Beneficial Eligibility Form.
Financial Intermediaries will receive the Distribution entitlement for eligible shareholders by CDS manual cash and ledger adjustments.
Financial Intermediaries are encouraged to submit all Beneficial Eligibility Forms prior to the Eligibility Deadline to receive the Distribution entitlement on or about July 6, 2023. If Beneficial Eligibility Forms are submitted after the Eligibility Deadline, it will delay processing and receipt of the Distribution and the Dividend. Financial Intermediaries that have questions about completing the Beneficial Eligibility Form should contact Kingsdale Advisors, toll free at 1-888-327-0819 or by email at corpaction@kingsdaleadvisors.com.
RETIREMENT OF MARK HODGSON
The Company also announces the retirement of Mr. Mark Hodgson as Vice President, Corporate Development and Information Technology effective today. The Company thanks Mr. Hodgson for his many contributions since the recapitalization of the Company in 2019 and wishes him the best in all his future endeavors.
