Tender your Iron Bridge shares TODAY. Need help tendering? Questions? Call Kingsdale Advisors at 1.866.879.7650 or contactus@kingsdaleadvisors.com

Reasons to Accept the Offer

REASONS TO ACCEPT THE OFFER

Iron Bridge has agreed to a support agreement with Velvet including a full-value, premium Amended Offer that represents a superior alternative to the risks of continuing to hold Iron Bridge common shares. As you make your decision, consider the following important facts regarding Velvet’s Offer:

Our Offer represents a significant premium to market price. The Amended Offer represents a 13% increase in cash consideration for Iron Bridge common shares, reflecting a significant 78% premium to the closing price of Iron Bridge common shares on the TSX on May 11, 2018, the last trading day prior to Velvet submitting its original $0.75 offer letter to the Iron Bridge board.

The Amended Offer has the support of the Iron Bridge Boards of Directors.   All Iron Bridge Directors, Officers and certain shareholders, who together own approximately 36% of the outstanding Common Shares, entered into a support agreement with Velvet for the amended offer and will be tendering their common shares.

Our Offer provides a premium valuation for Iron Bridge. Velvet will be paying a cash consideration of $142 million, which includes the assumption of $9 million of debt from Iron Bridge.

Our all-cash Offer is fully financed. Velvet has arranged fully-committed financing to complete the transaction giving Shareholders certainty of value and immediate liquidity in the face of volatile markets.

CLICK HERE FOR NET ASSET VALUE AND LIQUIDITY OBSERVATIONS

Tender Your Shares

The Offer will remain open for acceptance until September 24, 2018 @ 5:00 p.m. EDT. You can deposit your Iron Bridge in one of the following ways:

Beneficial Shareholders

  • Shareholders whose Common Shares are registered in the name of an investment dealer, investment advisor, bank, trust company or other intermediary (each, an “Intermediary”) should immediately contact that Intermediary for assistance if they wish to accept the Offer, in order to take the necessary steps to be able to deposit such Common Shares under the Offer.

(Note: Intermediaries likely have established tendering cut-off times that are prior to the Expiry Time. Shareholders must instruct their Intermediaries promptly if they wish to tender.)

Registered Shareholders (You hold a share certificate or DRS statement registered in your name)

  • Complete and execute the Letter of Transmittal (printed on yellow paper) and deposit it with certificate(s) or other evidence representing Iron Bridge shares at the office of the Depositary and Information Agent specified in the Letter of Transmittal.

(Note: Shareholders can also complete the Notice of Guaranteed delivery: If you wish to deposit your Common Shares under the Offer and the certificate(s) or other evidence representing such Common Shares are not immediately available, or if the certificate(s) and all other required documents cannot be provided to the Depositary and Information Agent at or prior to the Expiry Time, such Common Shares nevertheless may be validly deposited under the Offer in compliance with the procedures for guaranteed delivery using the accompanying Notice of Guaranteed Delivery (printed on PINK paper). For more information, see Section 3 of the Offer to Purchase in the Circular.)

F.A.Q.

Who is making the Offer?

Velvet Energy Ltd. is a privately-held corporation incorporated on February 25, 2011 under the laws of the Province of Alberta. Velvet’s office is located at 1500, 308 4th Avenue S.W., Calgary, Alberta T2P 0H7. Our registered office is located at 2400, 525 – 8th Avenue S.W., Calgary, Alberta T2P 1G1.

Velvet is a full-cycle exploration and production company. Focused in the liquids-rich gas and light oil window of the Deep Basin of Alberta, Velvet executes an organic growth business plan, including early land capture, technical evaluation, exploration and development of internally generated prospects. Velvet has current production of approximately 22,000 barrels of oil equivalent (“boe“) per day and a focused land position consisting of over one million net undeveloped acres spanning from its core liquids-rich Ellerslie development in the greater Edson area to early phase Montney light oil exploration at Gold Creek. The boe rate is based on an energy equivalent conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

What is the Offeror proposing?

We are offering to purchase, on the terms and subject to the conditions of the Offer, all of the issued and outstanding Common Shares (other than Common Shares owned by the Offeror or any of its affiliates or associates), including, without limitation, any Common Shares that may become issued and outstanding after the date of the Offer but before the Expiry Time upon the exercise, exchange or redemption of Convertible Securities.

What would I receive in exchange for each of my Common Shares?

We are offering $0.845 in cash for each Common Share you hold, without interest and less any required withholding taxes.

What is the Amended Offer?

Following a friendly negotiation with Iron Bridge Resources Inc. (TSX: IBR) (“Iron Bridge”), Velvet Energy has modified its May 22, 2018 offer to purchase all of the issued and outstanding common shares of Iron Bridge.

Specifically, we have increased the cash consideration payable for each Iron Bridge common share to $0.845 (the “Amended Offer”), reflecting a significant 78% premium to the closing price of Iron Bridge common shares on the TSX on May 11, 2018, the last trading day prior to the submission of Velvet’s offer letter to the Iron Bridge board of directors.

What do I do if I already tendered my Iron Bridge shares to the original offer?

Nothing. Shareholders who have tendered to the Original Offer will receive the increased cash consideration.

Are any outstanding securities of Iron Bridge not included in the Offer?

The Offer is being made only for Common Shares and not for any Convertible Securities (including, without limitation, Options, Restricted Share Awards or Warrants). Holders of Convertible Securities who wish to accept the Offer must, to the extent permitted by the terms of the security and applicable Law, exercise, exchange or redeem the Convertible Securities in order to obtain certificate(s) or other evidence representing Common Shares and deposit those Common Shares in accordance with the terms of the Offer. Any such exercise, exchange or redemption must be completed sufficiently in advance of the Expiry Time to ensure that the holder of such Convertible Securities will have certificate(s) or other evidence representing the Common Shares received on such exercise, exchange or redemption available for deposit at or prior to the Expiry Time, or in sufficient time to comply with the procedures referred to in Section 3 of the Offer to Purchase, “Manner of Acceptance – Procedure for Guaranteed Delivery

What are some of the most significant conditions of the Offer?

The Offer is subject to the condition that, at or prior to 5:00 p.m. (Toronto time) on September 24, 2018 or such earlier or later time during which Common Shares may be deposited under the Offer, excluding the mandatory 10 day extension period or any extension thereafter, there shall have been validly deposited under the Offer and not withdrawn that number of Common Shares which constitutes more than 50% of the outstanding Common Shares, excluding any Common Shares beneficially owned, or over which control or direction is exercised, by the Offeror or by any person acting jointly or in concert with the Offeror (referred to herein as the “Statutory Minimum Condition“). In addition to the Statutory Minimum Condition, the Offer is also conditional upon certain specified conditions being satisfied or waived at or prior to the Expiry Time, which include: (i) there having been validly deposited under the Offer and not withdrawn that number of Common Shares that, together with any Common Shares (if any) beneficially owned, or over which control or direction is exercised, by the Offeror and any person acting jointly or in concert with the Offeror, constitute not less than two-thirds (66⅔%) of the outstanding Common Shares; (ii) the Offeror having determined, in its sole judgment, that there does not exist and there shall not have occurred or been publicly disclosed since the date of the Offer, a Material Adverse Effect; and (iii) certain regulatory approvals having been obtained and/or waiting periods expired, as described herein.

All conditions of the Offer other than the Statutory Minimum Condition may be waived by the Offeror in its sole discretion. In other words, so long as there shall have been validly deposited under the Offer and not withdrawn that number of Common Shares that constitutes more than 50% of the outstanding Common Shares, excluding any Common Shares beneficially owned, or over which control or direction is exercised, by the Offeror or by any person acting jointly or in concert with the Offer, the Offeror may waive all other conditions to the Offer and take up and pay for Common Shares so deposited and not withdrawn.

See Section 4 of the Offer to Purchase, “Conditions of the Offer” in the Circular for all of the conditions of the Offer. All conditions listed in Section 1.2 [Conditions Precedent to Amending the Original Offer] of the Support Agreement are satisfied at the Amended Initial Expiry Time, as if such conditions speak as of that time (including in respect of the deemed confirmation of the representations, warranties and covenants

Does the Offeror believe that the necessary regulatory approvals to complete the Offer will be received?

We believe that the Offer will receive all requisite regulatory approvals in due course. A summary of the principal regulatory approvals required in connection with the Offer can be found in Section 14 of the Circular, “Regulatory Matters“.

What is the Offeror’s source of funding for the Amended Offer?

We estimate that, if we acquire all outstanding Common Shares, the total amount required for the purchase of the Common Shares will be approximately $141 million, plus related fees and expenses associated with the Offer. We will fund this amount from cash resources available to Velvet and have secured, on a firm, committed basis, all of the financing required to fund the entire consideration payable for the Common Shares.

Is the Offeror’s financial condition relevant to my decision to tender my Common Shares in the Offer?

No. Although Velvet has a strong balance sheet, we believe that our financial condition is not material to your decision whether to deposit Common Shares under the Offer because: (i) cash is the only consideration that will be paid to you in connection with the Offer; (ii) we are offering to purchase all of the outstanding Common Shares; and (iii) we have secured, on a firm, committed basis, all of the financing required to fund the entire consideration payable for the Common Shares under the Offer.

Why is the Offeror making the Offer?

We are making the Offer because we want to acquire control of, and ultimately acquire all of the Common Shares of, Iron Bridge. If the conditions of the Offer are satisfied or waived at or prior to the Expiry Time and the Offeror takes up and pays for the Common Shares validly deposited under the Offer, the Offeror intends to acquire any Common Shares not deposited under the Offer through a Compulsory Acquisition, if available, or to propose a Subsequent Acquisition Transaction, in each case for consideration per Common Share at least equal in value to and in the same form as the consideration paid by the Offeror per Common Share under the Offer. The exact timing and details of any such transaction will depend upon a number of factors, including, without limitation, the number of Common Shares acquired pursuant to the Offer.

How long do I have to decide whether to tender into the amended Offer?

The Offer is open for acceptance until the Expiry Time, which is 5:00 p.m. (Toronto time) on September 24, 2018, unless we extend, accelerate or withdraw the Offer in accordance with its terms. If the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Common Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Common Shares may be deposited and tendered to the Offer for a period of not less than 10 days after the date of such announcement. See Section 5 of the Offer to Purchase, “Extension, Variation or Change in the Offer“.

Can the Offer be extended or accelerated and, if so, under what circumstances?

Yes. We may elect, in our sole discretion, to extend the Offer from time to time. If, at the expiry of the initial deposit period, we are obligated take up any Common Shares under the Offer, the Offer will be extended and remain open for the deposit of Common Shares for at least 10 days. If Iron Bridge issues a deposit period news release or announces that it has agreed to enter into, or determined to effect, an Alternative Transaction, we reserve the right to accelerate the Expiry Time and to shorten the initial deposit period to a shorter period consistent with applicable Law.

The initial deposit period under the Offer may be shortened in the following circumstances, subject to certain conditions being satisfied and a minimum deposit period of at least 35 days from the date of the Offer: (i) if, at or after the time Iron Bridge announces the Offer, Iron Bridge issues a “deposit period news release” (within the meaning of NI 62-104) in respect of either the Offer or another offeror’s take- over bid that is less than 105 days, we must allow Common Shares to be deposited under the Offer for an initial deposit period of at least the number of days from the date of the Offer as stated in the deposit period news release; or (ii) if Iron Bridge issues a news release announcing that it has agreed to enter into, or determined to effect an Alternative Transaction, whether pursuant to an agreement or otherwise, we must allow Common Shares to be deposited under the Offer for an initial deposit period of at least 35 days from the date of the Offer. In either case, we intend to vary the terms of the Offer by shortening the initial deposit period to the shortest possible period consistent with applicable Law.

In accordance with applicable Law, if we are obligated to take up such Common Shares, we will extend the period during which Common Shares may be deposited under the Offer for a mandatory 10 day extension period following the expiry of the initial deposit period and may extend the deposit period after such mandatory 10 day extension period for Optional Extension Periods. We will take up and pay for Common Shares deposited under the Offer during the mandatory 10 day extension period and any Optional Extension Period not later than 10 days after such deposit. See Section 5 of the Offer to Purchase, “Extension, Variation or Change in the Offer“.

If we extend or accelerate the Offer, we will notify the Depositary and Information Agent and publicly announce such extension or acceleration and, if required by applicable Law, mail you a copy of the notice of variation. See Section 5 of the Offer to Purchase, “Extension, Variation or Change in the Offer“.

How do I tender my Common Shares?

To accept the Offer as a registered Shareholder you may deliver the certificate(s) or other evidence representing your Common Shares together with a properly completed and duly executed Letter of Transmittal (printed on YELLOW paper), and all other required documents to the Depositary and Information Agent at its office in Toronto, Ontario specified in the Letter of Transmittal at or prior to the Expiry Time. Detailed instructions are contained in the accompanying Letter of Transmittal. See Section 3 of the Offer to Purchase, “Manner of Acceptance – Letter of Transmittal“.

If your Common Shares are registered in the name of an investment dealer, investment advisor, bank, trust company, broker or other intermediary (each, an “Intermediary”), you should immediately contact that Intermediary for assistance if you wish to accept the Offer or exercise, exchange or redeem Convertible Securities into Common Shares to accept the Offer in order to take the necessary steps to be able to deposit such securities under the Offer. Intermediaries likely have established tendering cut-off times that are prior to the Expiry Time. You must instruct your Intermediary promptly if you wish to tender.

If you wish to deposit your Common Shares under the Offer and the certificate(s) or other evidence representing such Common Shares are not immediately available, or if the certificate(s) and all other required documents cannot be provided to the Depositary and Information Agent at or prior to the Expiry Time, such Common Shares nevertheless may be validly deposited under the Offer in compliance with the procedures for guaranteed delivery using the accompanying Notice of Guaranteed Delivery (printed on PINK paper). See Section 3 of the Offer to Purchase, “Manner of Acceptance – Procedure for Guaranteed Delivery“.

You may also accept the Offer by following the procedures for book-entry transfer detailed in the Offer to Purchase and the Circular and have your Common Shares tendered by your Intermediary through CDS or DTC, as applicable, provided such procedures are completed prior to the Expiry Time.

You should contact the Depositary and Information Agent for assistance in accepting the Offer and in depositing your Common Shares with the Depositary and Information Agent. To keep current with further developments and information about the Offer, visit www.VelvetEnergy.ca/IronBridgeOffer.

The Depositary and Information Agent, Kingsdale Advisors, can be contacted by telephone toll-free at 1- 866-879-7650 within North America and at 1-416-867-2272 outside of North America or by e-mail at contactus@kingsdaleadvisors.com.

Will I have to pay any fees or commissions?

No fee or commission will be payable if you accept the Offer by depositing your Common Shares directly with the Depositary and Information Agent. You should consult your Intermediary to determine whether other charges will apply. However, an Intermediary through which a Shareholder owns Common Shares may charge a fee to tender any such Common Shares on behalf of the Shareholder. Shareholders should consult such Intermediary to determine whether any charge will apply.

When will the Offeror pay for deposited Common Shares?

If all of the conditions of the Offer described in Section 4 of the Offer to Purchase, “Conditions of the Offer“, have been satisfied or waived at or prior to the Expiry Time, we will take up and pay for Common Shares validly deposited under the Offer and not properly withdrawn. Any Common Shares will be taken up not less than 10 days after the initial deposit period for the Offer, and we will pay for Common Shares taken up as soon as possible but in any event not later than three business days after taking up the Common Shares.

In accordance with applicable Law, if we are obligated to take up such Common Shares, we will extend the period during which Common Shares may be deposited under the Offer for a mandatory 10 day extension period following the expiration of the initial deposit period and may extend the deposit period for Optional Extension Periods. We will take up and pay for Common Shares deposited under the Offer during the mandatory 10 day extension period and any Optional Extension Period not later than 10 days after such deposit.

See Section 6 of the Offer to Purchase, “Take-Up of and Payment for Deposited Common Shares”.

Will I be able to withdraw previously tendered Common Shares?

You may withdraw Common Shares you deposit under the Offer at any time: (i) before we take up the Common Shares you deposit under the Offer; (ii) if we do not pay for your Common Shares within three business days after having taken up such Common Shares; and (iii) in certain other circumstances set out in Section 7 of the Offer to Purchase “Withdrawal of Deposited Common Shares“.

How do I withdraw previously tendered Common Shares?

To withdraw previously tendered Common Shares, you must send a written notice of withdrawal to Kingsdale Advisors, the Depositary and Information Agent, prior to the occurrence of certain events and within the time periods set out in Section 7 of the Offer to Purchase, ?Withdrawal of Deposited Common Shares”. The written notice of withdrawal must contain the specific information outlined in Section 7 of the Offer to Purchase, “Withdrawal of Deposited Common Shares”.

If your Intermediary has tendered Common Shares on your behalf and you wish to withdraw such Common Shares, you must arrange for such Intermediary to timely withdraw such securities.

What does the Iron Bridge Board think of the Amended Offer?

All Iron Bridge Directors, Officers and certain shareholders, who together own approximately 36% of the outstanding Common Shares, entered into a support agreement with Velvet for the amended offer and will be tendering their common shares.

How will Canadian residents and non-residents of Canada be taxed for Canadian income tax purposes?

Generally, a Shareholder who (i) is, or is deemed to be, resident in Canada, (ii) deals at arm’s length with the Offeror and Iron Bridge, (iii) is not affiliated with the Offeror or Iron Bridge, (iv) holds the Common Shares as capital property, (v) did not acquire Common Shares pursuant to an Option, and (vi) who sells Common Shares to the Offeror under the Offer will realize a capital gain (or a capital loss) equal to the amount by which the cash received, net of any reasonable costs of disposition, exceeds (or is less than) the aggregate adjusted cost base to the Shareholder of such Common Shares.

Generally, a Shareholder who is not, and is not deemed to be, resident in Canada and who do not use or hold, and is not deemed to use or hold, its Common Shares in a business carried on in Canada will not be subject to tax in Canada in respect of any capital gain realized on the sale of Common Shares to the Offeror under the Offer, unless those Common Shares constitute “taxable Canadian property” to such Shareholder within the meaning of the Tax Act
and that gain is not otherwise exempt from tax under the Tax Act pursuant to an exemption contained in an applicable income tax treaty.

The foregoing is a brief summary of certain Canadian federal income tax consequences and is qualified in its entirety by Section 16 of the Circular, “Certain Canadian Federal Income Tax Considerations“, which provides a summary of the principal Canadian federal income tax considerations generally applicable to certain Shareholders. Shareholders are urged to consult their own tax advisors to determine the particular tax consequences to them of a sale of Common Shares pursuant to the Offer, a Compulsory Acquisition or a Subsequent Acquisition Transaction. Holders of Convertible Securities should consult their own tax advisors having regard to their own personal circumstances.

How will I be taxed for U.S. federal income tax purposes?

This document does not address any United States federal or state income tax considerations applicable to Shareholders (or holders of Convertible Securities) in the United States or Shareholders (or holders of Convertible Securities) that are otherwise subject to tax in the United States with respect to the Offer or any Compulsory Acquisition or Subsequent Acquisition Transaction. Such holders should be aware that the disposition of Common Shares (or the exercise, exchange or redemption of Convertible Securities) by them as described herein may have tax consequences both in the United States and in Canada. Such holders are urged to consult their own U.S. tax and legal advisors regarding their ownership and disposition of Common Shares (and Convertible Securities) under any of the Offer, a Compulsory Acquisition or a Subsequent Acquisition Transaction.

If I decide not to tender, how will my Common Shares be affected?

If, by the Expiry Time or within 120 days after the date of the Offer, whichever period is shorter, the Offer is accepted by holders who in the aggregate hold not less than 90% of the issued and outstanding Common Shares, other than Common Shares held at the date of the Offer by or on behalf of us, or an affiliate or associate of us (as those terms are defined in the ABCA), and we acquire or are bound to take up and pay for such Deposited Common Shares under the Offer, we may, at our option, acquire those Common Shares which remain outstanding held by those persons who did not accept the Offer pursuant to a Compulsory Acquisition. If a Compulsory Acquisition is not available or we choose not to avail ourselves of such statutory right of acquisition, we intend to pursue other means of acquiring the remaining Common Shares not tendered under the Offer pursuant to a Subsequent Acquisition Transaction. If we propose a Subsequent Acquisition Transaction, we intend to cause the Common Shares acquired under the Offer to be voted in favour of such a Subsequent Acquisition Transaction and, to the extent permitted by applicable Law, to be counted as part of any minority approval that may be required in connection with such transaction. The timing and details of such a Subsequent Acquisition Transaction, if any, will necessarily depend on a variety of factors, including, without limitation, the number of Common Shares acquired pursuant to the Offer. If, after taking up Common Shares under the Offer, we own not less than two-thirds (66⅔%) of the outstanding Common Shares and sufficient votes are cast by “minority” holders to constitute a “minority approval” pursuant to MI 61-101, we should own sufficient Common Shares to be able to effect a Subsequent Acquisition Transaction. See Section 12 of the Circular, “Acquisition of Common Shares Not Deposited“.

If we take up Common Shares under the Offer but are unable to complete a Compulsory Acquisition or Subsequent Acquisition Transaction, then Iron Bridge will continue as a public company and we will evaluate our alternatives. Such alternatives could include, to the extent permitted by applicable Law, purchasing additional Common Shares in the open market, in privately negotiated transactions or pursuant to another take-over bid or other transaction, and thereafter proposing an amalgamation, arrangement or other transaction which would result in our ownership of 100% of the Common Shares. Under such circumstances, an amalgamation, arrangement or other transaction to obtain ownership of 100% of the Common Shares would generally require the approval of not less than two-thirds (66⅔%) of the votes cast by the Shareholders, and might require approval of a majority of the votes cast by holders of Common Shares other than us and our affiliates. There is no certainty that under such circumstances any such transaction would be proposed or completed by us.

In addition, if we take up Common Shares under the Offer, we intend to replace all of the existing members of the Iron Bridge Board with individuals nominated by the Offeror. We also intend, subject to the approval of the new Iron Bridge Board, to replace Iron Bridge’s senior management. See Section 6 of the Circular, “Purpose of the Offer“, Section 7 of the Circular, “Effects of the Offer“, and Section 12 of the Circular, “Acquisition of Common Shares not Deposited“.

Will Iron Bridge continue as a public company?

As indicated above, it is our intention to enter into one or more transactions to enable us to acquire all Common Shares not acquired pursuant to the Offer. The Offeror intends to cause Iron Bridge to apply to delist the Common Shares from the TSX as soon as practicable after completion of the Offer and any Compulsory Acquisition or any Subsequent Acquisition Transaction. For so long as Iron Bridge has Convertible Securities outstanding, there may be limitations on its ability to cease to be a reporting issuer and to cease to have public reporting obligations.

If we take up Common Shares under the Offer but are unable to complete a Compulsory Acquisition or Subsequent Acquisition Transaction, then Iron Bridge will continue as a public company and we will evaluate our alternatives. In such circumstances, our purchase of Common Shares under the Offer will have reduced the number of Shares that trade publicly, as well as the number of Shareholders, and, depending on the number of Common Shares purchased under the Offer, could adversely affect the liquidity and market value of the remaining Common Shares held by the public.

As indicated above, if we take up Common Shares under the Offer, we intend to replace all of the existing members of the Iron Bridge Board with individuals nominated by the Offeror and, subject to the approval of the new Iron Bridge Board, to replace Iron Bridge’s senior management. See “ – If I decide not to tender, how will my Common Shares be affected?“.

Do I have dissent or appraisal rights in connection with the Offer?

No. Shareholders will not have dissent or appraisal rights in connection with the Offer. However, Shareholders who do not tender their Common Shares to the Offer may have rights of dissent in the event we acquire their Common Shares by way of a Compulsory Acquisition or Subsequent Acquisition Transaction. See Section 12 of the Circular, “Acquisition of Common Shares Not Deposited“.

Who can I call with questions about the Offer or for more information?

You can call Kingsdale Advisors, the Depositary and Information Agent, if you have any questions regarding how to tender Common Shares, if you need assistance regarding the Offer or if you require additional copies of this document, the Letter of Transmittal or the Notice of Guaranteed Delivery (which documents will be provided without charge on request from the Depositary and Information Agent at 1.866.879.7650, and are available on SEDAR at www.sedar.com under Iron Bridge’s profile).

Velvet Energy and Iron Bridge Resources Announce Successful Tender and Take-up of 81.98% of Iron Bridge Common Shares

CALGARY, Alberta, September 24, 2018 (GLOBE NEWSWIRE)

Resignation of Iron Bridge Board of Directors & Officers; Velvet to Appoint New Slate of Directors & Officers

  • 81.98% of Iron Bridge common shares tendered, exceeding Velvet’s minimum 2/3rds condition
  • Velvet to take-up and pay for 126.9 million of the currently outstanding common shares of Iron Bridge and extend offer ten days to October 5, 2018
  • Iron Bridge Board of Directors and Officers to resign
  • Velvet to appoint new Board of Directors and Officers
  • Iron Bridge to file notice of special meeting of Iron Bridge shareholders for November 6, 2018
  • Shareholders can tender today by contacting Kingsdale Advisors at 1-866-879-7650 or by e-mail at contactus@kingsdaleadvisors.com

CALGARY, Alberta, Sept. 24, 2018 (GLOBE NEWSWIRE) — Velvet Energy Ltd. (“Velvet”, “we”, “us” or “our”) and Iron Bridge Resources Inc. (TSX: IBR) (“Iron Bridge”), today announce that Iron Bridge shareholders, representing 126.9 million of the currently outstanding common shares or 81.98%, have tendered to Velvet’s amended $0.845 per share all cash offer.  Velvet has taken-up and will pay for these shares and is extending the offer to October 5, 2018 to allow remaining shareholders to tender to the offer.

On take-up Velvet will have a controlling interest in Iron Bridge and intends to immediately proceed with a second stage transaction to acquire the remaining shares.  Given Velvet’s controlling interest, the outcome of the second stage is assured and minority shareholders are encouraged to immediately tender in order to expedite their receipt of cash entitlement.

Ken Woolner, President & CEO of Velvet Energy, commented “we are very pleased to see the resounding support for our amended offer for Iron Bridge common shares.  We encourage shareholders that have not yet tendered to do so during this extended window to receive your cash consideration as expeditiously as possible.”

RESIGNATION OF CURRENT IRON BRIDGE BOARD OF DIRECTORS AND OFFICERS; VELVET TO APPOINT NEW DIRECTOR & OFFICER SLATE

Effective September 25, 2018, the serving members of the Board of Directors of Iron Bridge, including Joshua Young, Chairman, Dean Bernhard, Robert Colcleugh, Jay Paul McWilliams, Steve Oldham and Marshall Abbott, will resign.  Additionally, the Officers of Iron Bridge, including Robert Colcleugh, Tim Krysak, Dean Bernhard, Jeremy Smith, Gregg Nixon and Zoran Jankovic, will resign their positions with the company.

Velvet will appoint a new slate of Directors, including Harvey Doerr as Chairman and Vincent Chahley, Debbie Stein and Ken Woolner.  This Board, will in turn, appoint a new Officer slate including: Ken Woolner, President & CEO, Chris Theal, Chief Financial Officer, Peter Henry, Vice President, Finance and Jeremy Kwasnecha, Vice President, Operations.

NOTICE OF EXTENSION AND NOTICE OF IRON BRIDGE RESOURCES MEETING OF SHAREHOLDERS

With the initial uptake of Iron Bridge common shares, Velvet has extended its offer for the uptake of additional Iron Bridge common shares for ten days to October 5, 2018.  This Notice of Extension and a Notice of Special Meeting of Iron Bridge shareholders to be held in Calgary on November 6, 2018, for the purposes of approving the acquisition and amalgamation of Iron Bridge by Velvet Energy Ltd., will be filed on SEDAR under Iron Bridge’s profile at www.sedar.com.  Given Velvet’s controlling interest the approval of the acquisition is assured.

CONTACT KINGSDALE ADVISORS TO TENDER YOUR SHARES

Remaining shareholders of Iron Bridge are encouraged to contact Kingsdale Advisors for assistance in depositing their shares to the offer, by calling toll-free in North America at 1-866-879-7650 or call collect outside North America at 1-416-867-2272 or by email at contactus@kingsdaleadvisors.com.

About Velvet

Velvet Energy Ltd. is a privately-held, full-cycle exploration and production company. Focused in the liquids-rich gas and light oil window of the Deep Basin of Alberta, the Company executes an organic growth business plan, including early land capture, technical evaluation, exploration and development of internally generated prospects. Headquartered in Calgary, Velvet has current production of approximately 30,000 boe per day, prior to the acquisition of Iron Bridge, and a focused land position consisting of over one million net undeveloped acres spanning from its core liquids-rich Ellerslie development in the greater Edson area to early phase Montney light oil exploration at Gold Creek.

Important Notice

Certain statements contained in this news release constitute forward-looking information within the meaning of applicable securities laws. Forward-looking information can be generally identified by the use of words such as “anticipate”, “continue”, “estimate”, “expect”, “expected”, “intend”, “may”, “will”, “project”, “plan”, “should”, “believe” and similar expressions. Specifically, forward-looking information in this news release includes statements respecting the offer, including the benefits, results, effects and timing of any such transaction and the completion thereof, if at all. Forward-looking statements in this news release describe the expectations of Velvet as of the date hereof. These statements are based on assumptions and 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 statements for a variety of reasons, including without limitation, the ability to obtain regulatory approvals and meet the other conditions to any possible transaction. Although Velvet believes the expectations reflected in these forward-looking statements and the assumptions upon which they are based are reasonable, no assurance can be given that actual results will be consistent with such forward-looking statements, and they should not be unduly relied upon.

For further information:

Ken Woolner
President and Chief Executive Officer
(403) 781-9134

Chris Theal
Chief Financial Officer
(403) 781-9162

Peter Henry
Vice President, Finance
(403) 781-9133

Media Contact:

Kingsdale Advisors
Ian Robertson, 416-867-2333
Executive Vice President, Communication Strategy
irobertson@kingsdaleadvisors.com
Cell: 647-621-2646

Velvet Energy and Iron Bridge Resources Agree to Terms of Friendly Transaction with Unanimous Approval from Iron Bridge’s Board of Directors

CALGARY, Alberta, September 10, 2018 (GLOBE NEWSWIRE)
  • Velvet Energy and Iron Bridge agree to friendly transaction with unanimous Iron Bridge Board support, wherein Velvet has increased its cash consideration by 13% from $0.75 to $0.845 per Iron Bridge common share
  • Including the assumption of net debt of $9.0 million and net proceeds from dilutive securities, total cash consideration from Velvet is approximately $142 million
  • Iron Bridge shareholders and all directors and officers, accounting for approximately 35% of outstanding Iron Bridge common shares, have committed to tender their shares  in support of Velvet’s all-cash offer
  • Shareholders can tender today by contacting Kingsdale Advisors at 1-866-879-7650 or by e-mail at contactus@kingsdaleadvisors.com

CALGARY, Alberta, Sept. 10, 2018 (GLOBE NEWSWIRE) —  Following a friendly negotiation with Iron Bridge Resources Inc. (TSX: IBR) (“Iron Bridge”),  Velvet Energy Ltd. (“Velvet”, “we”, “us” or “our”) today announces that it has modified its May 22, 2018 offer to purchase all of the issued and outstanding common shares of Iron Bridge (the “Original Offer”) to increase the cash consideration payable for each Iron Bridge common share from $0.75 to $0.845 (the “Amended Offer”).  Total cash consideration payable by Velvet under the Amended Offer, including the assumption of estimated net debt of $9.0 million and net proceeds from dilutive securities, is approximately $142 million.

35% OF IRON BRIDGE SHAREHOLDERS ALREADY SUPPORT THE AMENDED OFFER

After consultation with its financial advisor, the Iron Bridge Board of Directors has determined that the Amended Offer is in the best interest of Iron Bridge and is fair from a financial point of view, to its common shareholders, and unanimously recommends that Iron Bridge shareholders accept the Amended Offer.  All of Iron Bridge’s officers and directors, as well as certain shareholders including Maple Rock Capital Partners and Bison Interests, LLC and their respective affiliates and principals, have entered into agreements with Velvet pursuant to which they have committed to tender all of their Iron Bridge common shares in favour of (and to otherwise support) the Amended Offer.  These lock-up agreements represent approximately 35% of Iron Bridge’s common shares.

Ken Woolner, Velvet Energy’s President & CEO, commented, “We are very pleased to have the engagement and unqualified support of Iron Bridge’s Special Committee, Board of Directors and its largest shareholders in defining a path that is a superior outcome for Iron Bridge shareholders. Our team looks forward to consolidating Iron Bridge’s land holdings in the Gold Creek area with the goal of optimizing our highly synergistic businesses.”

KEY HIGHLIGHTS OF THE VELVET OFFER

Pursuant to the terms of a support agreement between Velvet and Iron Bridge, Velvet has agreed to increase the cash consideration per Iron Bridge common share from $0.75 to $0.845.  The Amended Offer represents a 13% increase in cash consideration for Iron Bridge common shares, and a significant 78% premium to the closing price of Iron Bridge common shares on the TSX on May 11, 2018, the last trading day prior to Velvet submitting its original $0.75 offer letter to the Iron Bridge Board of Directors.

Velvet intends to file a notice of change and variation (the “Notice of Change and Variation”), which, among other things, will: (i) amend certain terms of the Original Offer (including the increase to the cash consideration payable per Iron Bridge common share from $0.75 to $0.845 for Iron Bridge shares taken-up under the Amended Offer); (ii) update certain information set out in the Original Offer and associated take-over bid circular (the “Original Offer and Circular“); and (iii) supplement information set out in the Original Offer and Circular, including lock-up agreements from certain shareholders, officers and directors and other additional context for the Amended Offer.

Velvet expects that its Notice of Change and Variation and an amended letter of transmittal (updated to reflect the additional cash consideration offered by Velvet) and Iron Bridge’s  Notice of Change to Directors’ Circular will be filed on SEDAR under Iron Bridge’s profile at www.sedar.com prior to the close of business on September 12, 2018.  Under the Agreement, the expiry time of the Amended Offer has been extended to 5:00 p.m. (Toronto time) on September 24, 2018, or such later date as Velvet may require.

TENDER YOUR SHARES TODAY

Iron Bridge shareholders can tender their shares immediately by contacting Kingsdale Advisors, Velvet’s Depositary and Information Agent, by telephone toll-free at 1-866-879-7650 within North America and at 1-416-867-2272 outside of North America or by e-mail at contactus@kingsdaleadvisors.com.

Advisors

Velvet has retained BMO Capital Markets as its exclusive financial advisor and Bennett Jones LLP as its legal advisor.  Kingsdale Advisors is acting as strategic communications advisor and its Information Agent and Depositary.

Information Agent

For additional information, including assistance in depositing Iron Bridge shares to the offer, Iron Bridge shareholders should contact Kingsdale, toll-free in North America at 1-866-879-7650 or call collect outside North America at 1-416-867-2272 or by email at contactus@kingsdaleadvisors.com.

About Velvet

Velvet Energy Ltd. is a privately-held, full-cycle exploration and production company. Focused in the liquids-rich gas and light oil window of the Deep Basin of Alberta, the Company executes an organic growth business plan, including early land capture, technical evaluation, exploration and development of internally generated prospects. Headquartered in Calgary, Velvet has current production of approximately 28,000 boe per day and a focused land position consisting of over one million net undeveloped acres spanning from its core liquids-rich Ellerslie development in the greater Edson area to early phase Montney light oil exploration at Gold Creek.

Important Notice

Certain statements contained in this news release constitute forward-looking information within the meaning of applicable securities laws. Forward-looking information can be generally identified by the use of words such as “anticipate”, “continue”, “estimate”, “expect”, “expected”, “intend”, “may”, “will”, “project”, “plan”, “should”, “believe” and similar expressions. Specifically, forward-looking information in this news release includes statements respecting the offer, including the benefits, results, effects and timing of any such transaction and the completion thereof, if at all. Forward-looking statements in this news release describe the expectations of Velvet as of the date hereof. These statements are based on assumptions and 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 statements for a variety of reasons, including without limitation, the ability to obtain regulatory approvals and meet the other conditions to any possible transaction. Although Velvet believes the expectations reflected in these forward-looking statements and the assumptions upon which they are based are reasonable, no assurance can be given that actual results will be consistent with such forward-looking statements, and they should not be unduly relied upon.

For further information:

Ken Woolner
President and Chief Executive Officer
(403) 781-9134

Chris Theal
Chief Financial Officer
(403) 781-9162

Peter Henry
Vice President, Finance
(403) 781-9133

Media Contact:

Kingsdale Advisors
Ian Robertson, 416-867-2333
Executive Vice President, Communication Strategy
irobertson@kingsdaleadvisors.com
Cell: 647-621-2646

VELVET ENERGY COMMENCES PREVIOUSLY ANNOUNCED PREMIUM ALL CASH OFFER TO ACQUIRE IRON BRIDGE RESOURCES; ISSUES LETTER TO SHAREHOLDERS

CALGARY, Alberta, May 29, 2018 (GLOBE NEWSWIRE)

Velvet Energy Ltd. (“Velvet” or “We” or “Us”) announced today that, further to its press release of May 22, 2018, it has filed its Offer to Purchase and Circular (the “Circular”) on SEDAR and has formally commenced its all-cash offer (the “Offer”) to purchase all of the issued and outstanding common shares of Iron Bridge Resources Inc. (“Iron Bridge”) (TSX:IBR) for $0.75 per common share.

The fully-funded Offer represents a 58% premium to the closing price of the Iron Bridge common shares on the TSX on May 11, 2018 (the last trading day prior to the submission of Velvet’s offer letter to the Iron Bridge board of directors) and provides shareholders with immediate liquidity and certainty.

Notice and advertisement of the Offer was placed in the May 29, 2018 edition of the National Post and Le Devoir. The Circular will be mailed to all Iron Bridge shareholders. In conjunction with the Circular, Velvet is mailing a letter to shareholders detailing the benefits of the Offer and addressing several of the operational and financial difficulties plaguing Iron Bridge. A copy of the letter to shareholders is also included below.  Iron Bridge shareholders are urged to tender their shares early and in any case prior to the deadline on September 12, 2018 at 5:00 p.m. (Toronto time).  If you have questions or need help tendering your shares, contact Kingsdale Advisors at 1-866-879-7650 or at contactus@kingsdaleadvisors.com.  More information about the Offer is available at Kingsdale Advisors’ website.

Letter to Iron Bridge Shareholders

Dear Iron Bridge shareholder:

I, on behalf of Velvet Energy Ltd. (“Velvet“), want to take this opportunity to personally invite you to consider our fully-valued all-cash offer (the “Offer“) that gives you an opportunity to realize a significant premium and immediate liquidity for your investment in Iron Bridge Resources Inc. (“Iron Bridge“).

Velvet is making the Offer directly to you – the owners of Iron Bridge – to acquire all of the issued and outstanding common shares of Iron Bridge. Under the terms of the Offer, Iron Bridge shareholders will receive $0.75 in cash for each common share of Iron Bridge held, representing an immediate 58% premium to the closing price of the Iron Bridge common shares on the TSX on May 11, 2018, the last trading day prior to the submission of Velvet’s offer letter to the Iron Bridge board of directors.

We believe that the choice before you is clear:

  1. an opportunity to realize a significant 58% premium and immediate cash for your investment in Iron Bridge; or
  2. the status quo of shareholder value destruction evidenced by the 40% decline in the price of Iron Bridge common shares in the 12 months prior to our Offer.

Your company is at an inflection point given its exhausted cash resources and poor past capital allocation decisions – you can accept our 58% premium all-cash Offer or you can take the risk of attempting to raise dilutive capital in the face of uncertain and volatile markets.

Velvet Energy Announces Premium All Cash Offer to Acquire Iron Bridge Resources

CALGARY, Alberta, May 22, 2018 (GLOBE NEWSWIRE)

Velvet Energy Ltd. (“Velvet” or “We” or “Us”) announced today that it intends to commence an offer (the “Offer”) to acquire all of the issued and outstanding common shares (the “Common Shares”) of Iron Bridge Resources Inc. (TSX:IBR) (“Iron Bridge”).

Under the terms of the Offer, Velvet proposes to acquire all of the issued and outstanding Common Shares of Iron Bridge for $0.75 in cash per Common Share. This represents a 58% premium to the closing price of Iron Bridge Common Shares on the TSX on May 11, 2018, the last trading day prior to Velvet submitting an offer letter to Iron Bridge’s board of directors (the “Iron Bridge Board”) on May 13, 2018, and a 45% premium to the 20-day volume weighted average trading price of Iron Bridge Common Shares on the TSX for the period ended May 18, 2018. The Offer values Iron Bridge at an enterprise value of approximately $120 million, which implies a multiple of 12.2x Iron Bridge’s 2018 consensus EBITDA.

Since the submission of our offer letter to the Iron Bridge Board on May 13, 2018, Velvet has repeatedly attempted to engage with the Iron Bridge Board and management to explore a value maximizing transaction for Iron Bridge shareholders. Iron Bridge asked Velvet to execute a confidentiality agreement with a standstill. Given Velvet’s significant industry knowledge and expertise in Iron Bridge’s area of operations, we do not require access to confidential information. Further, maintaining the ability to take our Offer directly to Iron Bridge shareholders was important given the Iron Bridge Board has refused to constructively engage with Velvet about a fully-funded all-cash transaction which provides Iron Bridge shareholders the opportunity to realize a significant premium and liquidity at a very attractive fundamental valuation.

In the face of the Iron Bridge Board denying Iron Bridge shareholders the ability to decide for themselves as to the merits of the Offer, we have decided to make the Offer directly to Iron Bridge shareholders, the owners of the company.

REASONS TO ACCEPT THE OFFER

We believe that our Offer is compelling, and represents a clearly superior alternative to the course set by the Iron Bridge Board and management, for the following reasons:

  • Significant Premium to Market Price. The Offer represents a significant 58% premium to the closing price of the Iron Bridge Common Shares on the TSX on May 11, 2018, the last trading day prior to the submission of our offer letter to the Iron Bridge Board. The Offer also represents a premium of 45% to the 20-day volume weighted average trading price of the Iron Bridge Common Shares on the TSX for the period ended May 18, 2018.
  • Premium Valuation for Iron Bridge. The Offer represents a 2018 EV/EBITDA multiple of 12.2x 2018 consensus EBITDA for Iron Bridge. This valuation represents a significant premium to Iron Bridge’s Montney peer group median consensus 2018 EV/EBITDA multiple of 6.6x.
  • 100% Liquidity and Certainty of Value. The Offer provides 100% cash consideration for Iron Bridge Common Shares, giving Iron Bridge shareholders certainty of value and immediate liquidity in the face of volatile markets and significant uncertainty as to Iron Bridge’s ability to finance and execute its business plan.
  • Fully Financed Cash Offer. Velvet’s board has approved the Offer and has arranged fully committed financing to complete the transaction.
  • Iron Bridge has Insufficient Liquidity. Based on Iron Bridge’s most recent quarterly disclosure, marginal operating cash flows and heavy capital expenditures fully consumed net working capital, declining from a surplus of ~$21.7 million at December 31, 2017 to a deficit of ~$2.2 million at March 31, 2018. With a credit facility borrowing limit of only $5 million, this leaves Iron Bridge with only $2.0 million of liquidity to fund future development of its asset base.
  • Iron Bridge has an Unsustainable Cost Structure. Iron Bridge’s cash expenses, adjusted for one-time cost recoveries, were $29.33/boe in the first quarter of 2018 – approximately equal to revenue of $29.99/boe resulting in marginal funds flow. Iron Bridge’s G&A expense was $9.54/boe or more than 30% of cash costs – significantly higher than their Montney peer median of $1.41/boe.
  • Iron Bridge has Limited Financing Alternatives Available. With insufficient liquidity and a current cash flow outspend, Iron Bridge will need to access external sources of financing. Iron Bridge’s publicly disclosed net asset value requires over $200 million of future development capital. Raising this capital will prove challenging for Iron Bridge in today’s energy sector, where access to public equity and debt financing is limited. Velvet understands the value of Iron Bridge’s assets given its own operations in the area and the Offer represents a compelling valuation that could not be realized in the current public market environment.
  • Iron Bridge has made Misguided Capital Allocation Decisions. On November 20, 2017, Iron Bridge commenced a share repurchase program. Given the capital intensity of horizontal, multi-fracturing technology, Iron Bridge’s early stage of delineation and limited capital resources, Iron Bridge should be focused on prioritizing capital to its land base.
  • Iron Chain Technology Corp. is a Distraction. Cryptocurrency mining is an untested business and adds an additional layer of risk to an already volatile market environment. It also presents transparency challenges for stock valuation. Shareholder capital should be focused on developing Iron Bridge’s Elmworth Assets and associated infrastructure.

SHAREHOLDERS, THE TIME FOR ACTION IS NOW

As fiduciaries of the company, the Iron Bridge Board and management should have engaged with Velvet to pursue an attractive opportunity to unlock shareholder value.

The Iron Bridge Board’s failure to engage with Velvet has forced us to bring the Offer directly to you, the shareholders and owners of the company. However, unless the Iron Bridge Board agrees to shorten the bid period, the Offer must remain open for at least 105 days. It is within the Iron Bridge Board’s power to shorten the minimum bid period to 35 days.

There is no reason to delay shareholders’ ability to accept the Offer. In today’s capital-constrained environment, there is limited upside to holding Iron Bridge shares given the short runway the company has to pursue its growth plans. Shareholders are encouraged to contact members of the Iron Bridge Board and management team to make their views known.

Shareholders who have additional questions about the Offer or who need assistance in tendering their shares are encouraged to contact the information agent for the Offer, Kingsdale Advisors at the numbers below.

The Offer

The Offer will be made for all of the issued and outstanding Common Shares of Iron Bridge. Full details of the Offer will be included in the formal offer and take-over bid circular to be mailed to Iron Bridge shareholders. Velvet expects to formally commence the Offer and mail the offer and circular to Iron Bridge shareholders in the following days. The take-over bid circular will be filed on SEDAR at www.sedar.com.

The Offer will be subject to customary conditions including, without limitation, the deposit under the Offer of Common Shares representing at least 66 2/3% of outstanding Common Shares, receipt of all necessary regulatory approvals, and no material adverse change in Iron Bridge. The Offer will not be subject to the approval of Velvet’s shareholders and is not subject to any financing or due diligence conditions.

Under applicable Canadian securities laws, the Offer will initially be open for acceptance for a minimum of 105 days from the date of commencement, subject to the ability of Velvet to shorten the deposit period in certain circumstances, provided that the minimum deposit period can never be less than 35 days from the date of the Offer. The Offer is subject to a non-waivable condition that more than 50% of the outstanding Common Shares, excluding those Common Shares beneficially owned, or over which control or direction is exercised, by Velvet or by any person acting jointly or in concert with Velvet, shall have been validly deposited and not withdrawn. The Offer will be extended for a period of not less than 10 days after Velvet first takes up shares under the Offer, assuming the minimum bid conditions are met.

Advisors

Velvet has retained BMO Capital Markets as its exclusive financial advisor. Kingsdale Advisors is acting as strategic communications advisor and Information Agent and Depositary.

Information Agent

For additional information, including assistance in depositing Iron Bridge shares to the Offer, Iron Bridge shareholders should contact Kingsdale, toll free in North America at 1-866-879-7650 or call collect outside North America at 1-416-867-2272 or by email at contactus@kingsdaleadvisors.com.

About Velvet

Velvet Energy Ltd. is a privately-held, full-cycle exploration and production company. Focused in the liquids-rich gas and light oil window of the Deep Basin of Alberta, the Company executes an organic growth business plan, including early land capture, technical evaluation, exploration and development of internally generated prospects. Headquartered in Calgary, Velvet has current production of approximately 22,000 boe per day and a focused land position consisting of over one million net undeveloped acres spanning from its core liquids-rich Ellerslie development in the greater Edson area to early phase Montney light oil exploration at Gold Creek.

Important Notice

Certain statements contained in this news release constitute forward-looking information within the meaning of applicable securities laws. Forward-looking information can be generally identified by the use of words such as “anticipate”, “continue”, “estimate”, “expect”, “expected”, “intend”, “may”, “will”, “project”, “plan”, “should”, “believe” and similar expressions. Specifically, forward-looking information in this news release includes statements respecting the Offer, including the benefits, results, effects and timing of any such transaction and the completion thereof, if at all. Forward-looking statements in this news release describe the expectations of Velvet as of the date hereof. These statements are based on assumptions and 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 statements for a variety of reasons, including without limitation, the ability to obtain regulatory approvals and meet the other conditions to any possible transaction. Although Velvet believes the expectations reflected in these forward-looking statements and the assumptions upon which they are based are reasonable, no assurance can be given that actual results will be consistent with such forward-looking statements, and they should not be unduly relied upon.

For further information:

Ken Woolner
President and Chief Executive Officer
(403) 781-9134

Chris Theal
Chief Financial Officer
(403) 781-9162

Peter Henry
Vice President, Finance
(403) 781-9133

www.velvetenergy.ca
@VelvetEnergyLtd.
investors@velvetenergy.ca

Media Contact:

Kingsdale Advisors
Ian Robertson
Executive Vice President, Communication Strategy
W: (416) 867-2333
C: (647) 621-2646
irobertson@kingsdaleadvisors.com

Contact

If you require immediate assistance please call Kingsdale Advisors at 1-866-879-7650

Client care agents are available from 8:30 am to 10:00 pm EDT, Monday through Friday and on Saturdays from 10:00 am to 6:00 pm EDT.

Please refer to the Offer made by Velvet Energy Inc. and the accompanying Take-Over Bid Circular, each dated May 29, 2018, for further information.

2Q2011
1Q2012
4Q2012
2Q2013
4Q2013
1Q2014
3Q2014
4Q2014
1Q2015
3Q2015
4Q2015
Q12016
2Q2016
3Q2016
Q42016
Current

2Q2011

Closed C$355mm Equity Line at $10.00/sh. Drew $70MM of equity

1Q2012

Acquired Vero Deep Basin assets for $200.5MM. Drew $110MM of equity

4Q2012

Velvet Energy Ltd. Production Growth

2Q2013

Drew $50MM of equity. Concluded multi-zone evaluation of Deep Basin stack. Brought 16-14 Ellerslie hz onstream.

4Q2013

Velvet Energy Ltd. Production Growth

1Q2014

Acquired Lightstream Assets in Pembina for $72.2MM. Drew $75MM of equity.

3Q2014

Completed 1st Montney well and commenced Zeta Creek Plant design. Drew $30.6MM of equity.

4Q2014

Velvet Energy Ltd. Production Growth

1Q2015

Closed new $100MM equity line at $13.75/sh

3Q2015

Completed construction and filled equity interest in new 54mmcf/d fit-for-purpose gas and NGL plant at Zeta Creek. On time and on budget.

4Q2015

Velvet Energy Ltd. Production Growth

Q12016

Drew $15MM of equity.

2Q2016

Edson development accelerated with 2nd rig. Additional land acquisition opportunities in Gold Creek. Drew $50MM of equity.

3Q2016

Completed 15-7 oil well in the Montney at Gold Creek. Doubled Gold Creek landholdings to 195 net sections via asset & Crown land acquisitions.

Q42016

Closed US$125MM Senior Secured Second Lien Financing. Drew $30MM of equity.

Velvet Energy Ltd. Production Growth

Current

Velvet Energy Ltd. Production

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