Pine Cliff Energy Ltd. (TSX:PNE) entered into a definitive agreement to acquire Certus Oil and Gas Inc. for CAD 100 million on October 31, 2023. The Offer will be funded through a combination of available cash and a new secured term debt facility. The board of directors of both Pine Cliff and Certus have unanimously approved the Offer. Transaction is subject to certain customary conditions and regulatory approvals. In connection with the Offer, certain shareholders of Certus who collectively hold approximately 51% of the Common Shares, have entered into lock-up agreements with Pine Cliff agreeing to, among other things, deposit their Common Shares under the Offer. As of December 8, 2023, at least 122,256,920 Common Shares of Certus Oil and Gas has been accepted offer, representing at least 69.7% of the total number of Common Shares issued and outstanding. Accordingly, the minimum tender condition under applicable Canadian securities laws has been satisfied and all other conditions to the Offer have been satisfied. Pine Cliff has taken-up and will pay for the tendered shares within three business days. After the mandatory extension period, Pine Cliff intends to acquire any remaining outstanding Common Shares pursuant to the compulsory acquisition provisions of the Business Corporations Act (Alberta). Transaction is expected to close by the end of 2023. As of December 8, 2023, the Offer is being extended for the mandatory extension period under applicable Canadian securities laws until on December 18, 2023.

Haywood Securities Inc and Paradigm Capital acted as a financial advisor to Pine Cliff. TPH&Co, the energy business of Perella Weinberg Partners, acted as financial advisor to Pine Cliff. Mark Pearson, P.Eng. and Omid Eslami, P.Eng. of Stifel Canada acted as financial advisors to Certus with respect to the Offer.