MEDIA RELEASE
March 16, 2015
FOR IMMEDIATE RELEASE
Connacher Oil and Gas Limited Exercises its New Facility Option to have the New First Lien Facility
Implemented and Announces the Availability of the New Convertible Notes Participation Form
Calgary, Alberta, March 16, 2015 - Connacher Oil and Gas Limited (CLL - TSX; "Connacher" or the "Company") is pleased to announce that in conjunction with the previously announced proposed recapitalization transaction (the "Recapitalization"), it has exercised the New Facility Option to have the New First Lien Facility implemented in accordance with the terms set forth in the backstop agreement dated January 30, 2015.
The New First Lien Facility provides for loans of up to CA$30 million and is intended to replace Connacher's existing Senior Secured Revolving Credit Facility. A summary of terms of the New First Lien Facility is contained in the Management Information Circular dated February 20, 2015 (the "Information Circular"). The Information Circular is available on the Company's website at www.connacheroil.com and
on SEDAR under the Company's profile at www.sedar.com.
In addition, the New Convertible Notes Participation Form relating to the offering (the "New Convertible Notes Offering") of US$35 million aggregate principal amount of new 12% convertible second lien secured notes (the "New Convertible Notes") is now available, in advance of the record date for participation (the "Participation Record Date") which is March 23, 2015. THE NEW CONVERTIBLE NOTES PARTICIPATION FORM CANNOT BE COMPLETED UNTIL AFTER MARCH 23, 2015 AND SUCH FORM MUST BE RECEIVED BY CONNACHER BY NO LATER THAN 5:00 PM (CALGARY TIME) ON MARCH 30, 2015 (THE "PARTICIPATION DEADLINE").
Copies of the New Convertible Notes Participation Form can be obtained as follows:
on Connacher's website at www.connacheroil.com
under Connacher's SEDAR profile at www.sedar.com, and
through Laurel Hill Advisory Group by calling toll free at 1-877-452-7184 (416-304-0211) or by email at [email protected]
The New Convertible Notes Offering is open to all eligible holders ("Noteholders") of Connacher's 8 ½% senior secured notes due August 1, 2019 (the "2019 Notes") and Connacher's 8 ¾% senior secured notes due August 1, 2018 (the "2018 Notes" and collectively with the 2019 Notes, the "Notes") as of the Participation Record Date (March 23, 2015). Details of the requirements for eligibility are specified in the Information Circular. The New Convertible Notes Offering is open until 5:00 pm (Calgary time) on the Participation Deadline. Each eligible Noteholder will have the right, but not the obligation, to participate in the New Convertible Notes Offering by subscribing for and purchasing its pro rata share of the New Convertible Notes calculated as follows: for each CDN$1,000 principal amount of 2018 Notes held on the Participation Record Date, an eligible Noteholder would be entitled to subscribe for US$33.76 of New Convertible Notes and for each US$1,000 principal amount of 2019 Notes held on the Participation Record Date, an eligible Noteholder would be entitled to subscribe for US$42.15 of New Convertible
Notes.
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Eligible Noteholders as of the Participation Record Date who wish to participate in the New Convertible Notes Offering are required to return the New Convertible Notes Participation Form to Connacher. The New Convertible Notes Participation Form can be delivered to Connacher as set forth below:
By Hand Delivery, Registered Mail or Courier
During Regular Business Hours Only (8:00 a.m. to 5:00 p.m. (Calgary time) Monday to Friday)
Connacher Oil and Gas Limited Suite 900, 332 6th Avenue SW Calgary, AB T2P 0B2
Attention: Mr. Jeff Beeston
By Email:
By Facsimile:
(403) 538-6225
The New Convertible Notes Participation Form must be completed and executed by the beneficial Noteholder(s) and must also be properly completed and duly executed by the broker or applicable CDS or DTC Participant for the eligible Noteholder. The broker, CDS Participant or DTC Participant is required to signature/medallion guarantee the name and signature of the eligible Noteholder by affixing its brokerage stamp to the New Convertible Notes Participation Form, endorsed by the prime broker, and restricted to the number of Notes held by the Noteholder as of the Participation Record Date (March 23, 2015). This process is not required if the beneficial Noteholder is a registered holder of Notes and has a physical certificate representing such Notes.
ALL PROPERLY COMPLETED, DULY EXECUTED AND MEDALLION/SIGNATURE GUARANTEED NEW CONVERTIBLE NOTES PARTICIPATION FORMS MUST BE RECEIVED BY CONNACHER PRIOR TO 5:00 P.M., CALGARY TIME, ON MARCH 30, 2015, OR SUCH LATER TIME AS CONNACHER MAY DETERMINE.
ELIGIBLE NOTEHOLDERS INTENDING TO PARTICIPATE IN THE NEW CONVERTIBLE NOTES OFFERING WILL NOT BE ACCEPTED IF CONNACHER HAS NOT RECEIVED A PROPERLY COMPLETED, DULY EXECUTED AND MEDALLION/SIGNATURE GUARANTEED NEW CONVERTIBLE NOTES PARTICIPATION FORM ON OR PRIOR TO 5:00 P.M., CALGARY TIME, ON MARCH 30, 2015.
Noteholders are reminded that all outstanding Notes as of the implementation date of the plan of arrangement will be exchanged into common shares as described in the Information Circular without any further action on the part of holders of Notes on such date. Any holders of Notes that wish instead to exercise their right to convert their Notes into common shares of Connacher pursuant to the Note Conversion Transaction (as defined in the Information Circular) as part of the plan of arrangement must withdraw their Notes from CDS and/or DTC prior to March 23, 2015 and execute a conversion form, copies of which are available from Connacher upon request at [email protected] or on our website at www.connacheroil.com. Conversion forms must delivered in accordance with the instructions
provided in the conversion form prior to the anticipated closing date for the plan of arrangement. If you
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have any questions on the conversion process, please contact Laurel Hill Advisory Group by calling toll free at 1-877-452-7184 (416-304-0211) or by email at [email protected]
About Connacher
Connacher is a Calgary based in situ oil sands developer, producer and marketer of bitumen. The Company holds a 100 per cent interest in approximately 440 million barrels of proved and probable bitumen reserves and operates two steam assisted gravity drainage facilities located on the Company's Great Divide oil sands leases near Fort McMurray, Alberta.
Forward-Looking Information
Certain information regarding the Company contained herein constitutes forward-looking information and forward-looking statements (collectively, "forward-looking statements") under the meaning of applicable securities laws. Forward-looking statements include estimates, plans, expectations, opinions, forecasts, projections, guidance, or other statements that are not statements of fact, including statements regarding the proposed Recapitalization, the New First Lien Facility and the New Convertible Notes Offering. Although Connacher believes that the assumptions underlying, and expectations reflected in, such forward-looking statements are reasonable, it can give no assurance that such assumptions and expectations will prove to have been correct. There are many factors that could cause forward-looking statements not to be correct, including, but not limited to, risks and uncertainties inherent in the Company's business and risks and uncertainties associated with securing the necessary approvals to implement the Recapitalization.
The forward-looking statements contained herein are made as of the date of this news release solely for the purpose of generally disclosing the status of Connacher's Recapitalization transaction and the procedures required to participate in the New Convertible Notes Offering. Connacher may, as considered necessary in the circumstances, update or revise the forward-looking statements, whether as a result of new information, future events, or otherwise, but Connacher does not undertake to update this information at any particular time, except as required by law. Connacher cautions readers that the forward-looking statements may not be appropriate for purposes other than their intended purposes and that undue reliance should not be placed on any forward-looking statement. The Company's forward- looking statements are expressly qualified in their entirety by this cautionary statement.
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Contact
Chris Bloomer Greg Pollard
Chief Executive Officer Chief Financial Officer
Connacher Oil and Gas Limited
Phone: (403) 538-6201
Fax: (403) 538-6225
Suite 900, 332 - 6th Avenue SW Calgary, Alberta T2P 0B2 [email protected] www.connacheroil.com
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