Exchange Bulletin
Hammerhead Energy Inc. (HHRS, HHRS.WT) To Trade On Toronto Stock Exchange
February 23, 2023
Issuer: Hammerhead Energy Inc. ("New SPAC")
| Securities | Symbols | Trading Currency | Number of Issued and Outstanding Securities | Number of Securities Reserved for Issuance |
|---|---|---|---|---|
| Class A Common shares (the "Common Shares") | HHRS | CDN$ | 90,778,275 | 37,627,827 |
| Common share purchase warrants (the "Warrants") | HHRS.WT | CDN$ | 28,550,000 | 0 |
| Listing category: | Oil & Gas, Non-exempt |
| Transaction: | On September 25, 2022, Hammerhead Energy Inc. (prior to the SPAC Amalgamation, "NewCo") entered into a business combination agreement (the "Business Combination Agreement") with Hammerhead Resources Inc. ("Hammerhead"), an Alberta corporation and the parent corporation of NewCo, Decarbonization Plus Acquisition Corp. IV ("DCRD"), a Cayman Islands exempted company traded on the NASDAQ Capital Market, and 2453729 Alberta ULC, an Alberta unlimited liability corporation, and a wholly owned subsidiary of DCRD ("AmalCo"). Under the terms of the Business Combination Agreement: (a) on February 21, 2023, DCRD continued as a corporation existing under the laws of the Province of Alberta and on February 22, 2023, amalgamated with NewCo (the "SPAC Amalgamation") to form New SPAC, pursuant to a statutory plan of arrangement (the "Arrangement"); and (b) on February 23, 2023, Hammerhead is expected to amalgamate with AmalCo to form "Hammerhead Resources ULC", a wholly owned subsidiary of New SPAC (collectively, all transactions contemplated by the Business Combination Agreement, the "Business Combination"). Following the Business Combination, New SPAC will carry on the business on Hammerhead. |
| Listing date: | February 24, 2023 (as at 5:01 p.m.) subject to the completion of the Business Combination, and obtaining the receipt of the Alberta Securities Commission ("ASC") for the non-offering prospectus of New SPAC (the "Canadian Prospectus"). |
| Posted for trading date: | February 27, 2023 (at the opening), subject to the completion of the Business Combination, and obtaining the receipt of the ASC for the Canadian Prospectus. |
| Other market(s): | The Common Shares and Warrants will also be listed on the NASDAQ Capital Market and posted for trading under the symbols "HHRS" and "HHRSW", respectively. |
| Temporary market maker: | Mackie Research Capital Corp. |
| Investor relations: | Scott Sobie President and Chief Executive Officer (403) 930-6344 ssobie@hhres.com OR Kurt Molnar Vice President of Capital Markets & Corporate Planning (403) 910-3557 kmolnar@hhres.com |
| Incorporation: | Business Corporations Act (Alberta) |
| Fiscal year end: | December 31 |
| Nature of business: | New SPAC will be an oil and natural gas exploration, development and production company with reserves, producing properties and exploration prospects located in the Deep Basin of West Central Alberta. |
| Transfer agent and registrar: | Computershare Trust Company of Canada at its principal offices in Calgary and Toronto. |
| Dividends: | New SPAC does not currently anticipate paying dividends following the closing of the Business Combination. |
Principal terms of the Warrants
| Exercise: | Each whole Warrant will entitle its holder to purchase one Common Share at an exercise price of US$11.50 per Common Share and will become exercisable on March 25, 2023, 30 days following the consummation of the Business Combination. |
| Expiry: | 5:00 p.m. (New York City time) on February 23, 2028, unless earlier redeemed. At the option of the Company, the Warrants held by public holders may be redeemed at a price of US$0.01 per Warrant, provided that the last reported sale price of the Common Shares equals or exceeds US$18.00 per Common Share for any 20 trading days within the 30 trading-day period ending on the third business day prior to the date on which New SPAC gives notice of such redemption and provided certain other conditions are met. At the option of the Company, the Warrants held by public holders may also be redeemed at a price of $0.10 per Warrant if, among other things, the last reported sale price of the Common Shares equals or exceeds US$10.00 per Common Share on the trading day prior to the date on which notice of the redemption is given. In such a case, Warrant holders will be able to exercise their Warrants prior to redemption for a number of Common Shares determined by reference to a make-whole table. See the Preliminary Prospectus for additional information. |
| Warrant Agent: | Computershare Trust Company of Canada at its principal offices in Toronto. |
| Sponsorship: | Waived |
| Disclosure documents: | Registration statement on Form F‐4 which was declared effective by the United States Securities and Exchange Commission on December 30, 2022, and is available at www.EDGAR.com. The preliminary non-offering prospectus of New SPAC dated January 12, 2023 (the "Preliminary Prospectus") is available at www.SEDAR.com. The Canadian Prospectus is expected to be dated February 24, 2023 and will be available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the disclosure documents. |
| TSX contact: | Anne Child, Managing Director, TSX Listings |