CALGARY, AB, March 2, 2021 /PRNewswire/ - Waterous Energy Fund ("WEF") and its subsidiary WEF Osum Acquisition Corp. (the "Offeror") are pleased to announce that each of the conditions to the offer dated November 4, 2020, as amended, to acquire up to 57,000,000 common shares ("Osum Shares") of Osum Oil Sands Corp. ("Osum") at a price of $3.00 per share (the "Offer") have been satisfied, including the condition prescribed by applicable securities laws that more than 50% of the Osum Shares not owned by WEF be tendered to the Offer.
A total of 45,747,068 Osum Shares were deposited and not withdrawn at the initial expiry time under the Offer, representing approximately 34% of the issued and outstanding Osum Shares.
The Offeror has taken up proportionately a total of 34,697,358 Osum Shares tendered to the Offer, which is the maximum number of shares the Offeror is permitted to take up at this time under applicable securities laws. The Offeror will pay for such shares as soon as possible and in any event on or before March 4, 2021.
Additional Osum Shares tendered prior to the expiry time but not taken up initially will be taken up proportionately at the Extended Expiry Time described below and paid for not later than three business days after the shares are taken up. The total number of shares to be taken up at the Extended Expiry Time will depend on the total number of shares tendered.
Mandatory 10-Day Extension Period
The Offer is being extended for the statutorily mandated period of 10 days to Friday, March 12, 2021 at 11:59 p.m. (Vancouver time) (the "Extended Expiry Time"), which will provide Osum shareholders who have not yet tendered their Osum Shares an opportunity to deposit to the Offer. A corresponding notice of extension (the "Notice of Extension") is being mailed to Osum securityholders regarding the Extended Expiry Time.
Resignations and Appointments of Directors and Officers
Five members of the board of directors of Osum (the "Osum Board") have voluntarily resigned, leaving Adam Waterous, Michael Buckingham, Andrew Kim and Rob Morgan as the remaining members of the Osum Board.
Additionally, as of today's date, four executive officers of Osum, being Steve Spence (President and Chief Executive Officer), Victor Roskey (Chief Financial Officer), Rick K. Walsh (Chief Operating Officer) and Dr. Peter Putnam (Sr. Vice President, Geoscience) have voluntarily resigned from their positions. Osum has appointed Rob Morgan as President and Chief Operating Officer and Michael Makinson as Chief Financial Officer.
Subsequent Acquisition Transaction
WEF intends to acquire the remaining Osum Shares not taken up under the Offer as soon as possible following the completion of the Offer and, in any case, within 120 days thereof. The exact timing and details of such transaction will depend on a variety of factors, as outlined in the Offer and accompanying take-over bid circular of the Offeror dated November 4, 2020 (the "Circular"), as amended. As a result of the initial take up of Osum Shares under the Offer, WEF is in a position to ensure the successful outcome of any Osum shareholder vote in respect of such a subsequent acquisition transaction.
About the Offer
Full details of the terms of the Offer are set out in the Offer and Circular, as amended by the notice of variation and change dated February 18, 2021 and the Notice of Extension, which is being filed with the Canadian securities regulatory authorities, mailed to Osum securityholders and posted on WEF's website at www.waterous.com. The Offeror's obligation to take-up additional Osum Shares tendered to the Offer during the mandatory extension period is subject to the proportionate take-up restrictions set out in the Offer and Circular and related offer documents, as amended, and the Offeror will have no obligation to take up more than 57,000,000 Osum Shares.
WEF encourages Osum shareholders that have not already tendered their Osum Shares to do so in accordance with the instructions set forth in the Offer and Circular, as amended, as soon as possible to ensure that they are properly received and processed prior to the expiration of the mandatory extension period on Friday, March 12, 2021 at 11:59 p.m. (Vancouver time). Shareholders who have already validly tendered and not withdrawn their Osum Shares do not need to take any further action.
WEF's Depositary and Information Agent is Kingsdale Advisors. If you have any questions or require assistance with tendering to the Offer please contact Kingsdale Advisors, by telephone toll-free in North America at 1-866-581-0506 and at 1-416-867-2272 outside North America or by e-mail at [email protected].
About Waterous Energy Fund
Waterous Energy Fund is a Calgary-based energy investment firm with offices in Houston and New York. Founded in 2017, the firm is pursuing investments in the North American oil and gas sector. For additional information, see www.waterous.com.
Forward Looking Statements
Certain statements in this press release are forward looking statements and are prospective in nature. Forward looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe", or "continue" or the negative thereof or similar variations. Such statements reflect current reasonable assumptions, beliefs and expectations of WEF but are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. In particular, this press release includes forward looking statements concerning WEF's plans for the Osum Shares, including a subsequent acquisition transaction and the timing thereof, and payment for the Osum Shares taken up under the Offer in accordance with the Offer and Circular. Important factors that could cause actual results to differ materially from WEF's expectations include, among other things, actions taken or not taken by Osum securityholders in respect of the Offer and risks inherent to regulatory proceedings, as well as risks inherent to a transaction such as the Offer, including but not limited to events occurring which cause a material adverse change in the business, affairs, prospects or assets of Osum. Forward looking statements should, therefore, be construed in light of such risks and other factors. WEF is under no obligation and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.