REG - Tenaz Energy Corp. Tenaz Energy - TNZ - Form 8 (OPD) - Tenaz Energy Corp.

Tenaz EnergyAnnouncement

08/06/2022 14:30

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RNS Number : 1911O  Tenaz Energy Corp.  08 June 2022

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     Tenaz Energy Corp.
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Tenaz Energy Corp.
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEROR
 (e) Date position held:                                                         7 June 2022

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          No
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:                                          Common Shares of CAD$0.01 each

                                                                      Interests           Short positions

                                                                      Number    %         Number    %
 (1) Relevant securities owned and/or controlled:                     Nil       -         Nil       -
 (2) Cash-settled derivatives:                                        Nil       -         Nil       -

 (3) Stock-settled derivatives (including options) and agreements to  Nil       -         Nil       -
 purchase/sell:
      TOTAL:                                                          Nil       -         Nil       -

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   N/A
 Details, including nature of the rights concerned and relevant percentages:  N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 (A)  Interests held by directors of Tenaz Energy Corp.

Name            Number of shares  Percentage of total issued share capital of Tenaz Energy Corp.
 Anthony Marino  920,000           3.23%
 Marty Proctor   111,200           0.39%
 Anna Alderson   19,500            0.07%
 John Chambers   167,450           0.59%
 Mark Rollins    69,500            0.24%

 

 (B)  Interests held by directors of Tenez Energy Corp. under its share option
 plans

Name            Number of shares (under option)  Vesting date          Exercise price (per share)
 Anthony Marino  370,000                          1/3 vest 11/22/2023   CAD$2.70

                          1/3 vest 11/22/2024

                          1/3 vest 11/22/2025
 Marty Proctor   60,000                           1/3 vest 11/22/2023   CAD$2.70

                          1/3 vest 11/22/2024

                          1/3 vest 11/22/2025
 Anna Alderson   50,000                           1/3 vest 11/22/2023   CAD$2.70

                          1/3 vest 11/22/2024

                          1/3 vest 11/22/2025
 John Chambers   50,000                           1/3 vest 11/22/2023   CAD$2.70

                          1/3 vest 11/22/2024

                          1/3 vest 11/22/2025
 Mark Rollins    50,000                           1/3 vest 11/22/2023   CAD$2.70

                          1/3 vest 11/22/2024

                          1/3 vest 11/22/2025

 

 (C)  Warrants held by directors of Tenez Energy Corp.

Name            Number of shares (under option)  Exercise price (per share)
 Anthony Marino  920,000                          CAD$1.80
 Marty Proctor   111,200                          CAD$1.80
 Anna Alderson   19,500                           CAD$1.80
 John Chambers   111,200                          CAD$1.80
 Mark Rollins    69,500                           CAD$1.80

 

 Warrant vesting performance thresholds:

 a.   1/3 when 20-day VWAP exceeds CAD$2.50

 b.   1/3 when 20-day VWAP exceeds CAD$3.15

 c.   1/3 when 20-day VWAP exceeds CAD$3.60

 It should be noted that the first 2/3 have vested (a. and b. above), whilst
 the final 1/3 (c. above) have not.

 

(B)  Interests held by directors of Tenez Energy Corp. under its share option
plans

 Name            Number of shares (under option)  Vesting date          Exercise price (per share)
 Anthony Marino  370,000                          1/3 vest 11/22/2023   CAD$2.70

                                                  1/3 vest 11/22/2024

                                                  1/3 vest 11/22/2025
 Marty Proctor   60,000                           1/3 vest 11/22/2023   CAD$2.70

                                                  1/3 vest 11/22/2024

                                                  1/3 vest 11/22/2025
 Anna Alderson   50,000                           1/3 vest 11/22/2023   CAD$2.70

                                                  1/3 vest 11/22/2024

                                                  1/3 vest 11/22/2025
 John Chambers   50,000                           1/3 vest 11/22/2023   CAD$2.70

                                                  1/3 vest 11/22/2024

                                                  1/3 vest 11/22/2025
 Mark Rollins    50,000                           1/3 vest 11/22/2023   CAD$2.70

                                                  1/3 vest 11/22/2024

                                                  1/3 vest 11/22/2025

 

 

(C)  Warrants held by directors of Tenez Energy Corp.

 Name            Number of shares (under option)  Exercise price (per share)
 Anthony Marino  920,000                          CAD$1.80
 Marty Proctor   111,200                          CAD$1.80
 Anna Alderson   19,500                           CAD$1.80
 John Chambers   111,200                          CAD$1.80
 Mark Rollins    69,500                           CAD$1.80

 

 

Warrant vesting performance thresholds:

 

a.   1/3 when 20-day VWAP exceeds CAD$2.50

b.   1/3 when 20-day VWAP exceeds CAD$3.15

c.   1/3 when 20-day VWAP exceeds CAD$3.60

 

It should be noted that the first 2/3 have vested (a. and b. above), whilst
the final 1/3 (c. above) have not.

 

 

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:  8 June 2022
 Contact name:        Jon Balkwill, Vice President, Business Development, Tenaz Energy Corp.
 Telephone number:    +1 587 998 6685

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

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