May 08, 2025
WHITECAP RESOURCES INC. AND VEREN INC. ANNOUNCE RECEIPT OF FINAL ORDER FOR PLAN OF ARRANGEMENT
CALGARY, ALBERTA – Whitecap Resources Inc. ("Whitecap") (TSX: WCP) and Veren Inc. ("Veren") (TSX: VRN) (NYSE: VRN) are pleased to announce that the Court of King's Bench of Alberta has granted the final order in connection with the previously announced plan of arrangement under Section 193 of the Business Corporations Act (Alberta) (the "Business Combination"), pursuant to which Whitecap will acquire all of the issued and outstanding common shares of Veren. Under the terms of the Business Combination, Veren shareholders will receive 1.05 common shares of Whitecap for each Veren common share held. Approval of the Whitecap shareholders and the Veren shareholders in connection with the Business Combination was obtained on May 6, 2025 at special meetings of Whitecap shareholders and Veren shareholders, respectively.
Subject to the satisfaction or waiver of the conditions to implementing the Business Combination as set out in the business combination agreement dated March 9, 2025 between Whitecap and Veren, the Business Combination is anticipated to be completed on May 12, 2025 and Veren’s common shares are expected to be delisted from the Toronto Stock Exchange ("TSX") at close of markets on May 13, 2025.
U.S. INVESTOR CONSIDERATIONS
Assuming that the Business Combination closes before markets open on Monday, May 12, 2025 as is currently planned, Veren's common shares will cease trading on the New York Stock Exchange ("NYSE") at such time. Whitecap's common shares will not be listed on the NYSE and Whitecap intends to terminate any reporting obligations it may have with the Securities and Exchange Commission ("SEC") as a result of this transaction. Investors in the United States should consult their own advisors regarding any implications of owning shares of an issuer that is not listed on a U.S. exchange or reporting with the SEC.
For further information:
Grant Fagerheim, President & CEO Craig Bryksa, President & CEO
or or
Thanh Kang, Senior Vice President & CFO Ken Lamont, CFO
Whitecap Resources Inc. Veren Inc.
3800, 525 – 8th Avenue SW 2000, 585 – 8th Avenue SW
Calgary, AB T2P 1G1 Calgary, AB T2P 1G1
(403) 266-0767 (403) 693-0020
www.wcap.ca www.vrn.com
InvestorRelations@wcap.ca
Refer to full press release for forward-looking statements and advisories.
