TORONTO , Feb. 27, 2020 /CNW/ - This press release is being issued by Luminus Energy IE Designated Activity Company ("Luminus Ireland") pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an Early Warning Report regarding the acquisition of common shares ("Common Shares") of Delphi Energy Corp. (the "Corporation") upon the exchange of equity subscription receipts ("ESRs") by Luminus Delphi Holdings II Ltd. ("Luminus Delphi"). Luminus Delphi is an indirect subsidiary of Luminus Ireland. The Corporation is an Alberta corporation with its securities trading on the Toronto Stock Exchange under the symbol "DEE" and having a head office located at 333 – 7th Avenue SW #2300, Calgary, Alberta , T2P 2Z1.
On February 26, 2020 , Luminus Ireland, of Rocktwist House, Block 1, Western Business Park, Shannon, Co. Clare V14 FW97, Ireland , acquired 5,592,768 Common Shares from the treasury of the Corporation upon the exchange of 5,592,768 ESRs through Luminus Delphi. The acquisition was completed in connection with the satisfaction of the escrow release conditions in the subscription receipt agreement governing the ESRs.
Immediately prior to the acquisition, Luminus Ireland owned 33,204,500 Warrants and held through its indirect subsidiary, Luminus Delphi, 8,472,370 (46%) Common Shares and 11,185,538 ESRs. The Warrants are exercisable at any time until April 15, 2023 and fifteen (15) Warrants are required to acquire one Common Share an exercise price of $2.23 per Common Share. If the Warrants and 11,185,538 ESRs were converted into Common Shares, Luminus Ireland and its affiliates would have had ownership over 21,871,541 Common Shares of the Corporation, representing 68.7% of the 31,829,589 Common Shares that would be outstanding (comprised of the 18,430,418 Common Shares that were issued and outstanding plus the 2,213,633 Common Shares issued to Luminus Ireland upon the exercise of the Warrants and the 11,185,538 Common Shares issued to Luminus Delphi upon the exchange of the ESRs).
Following the conversion of the 5,592,768 ESRs to 5,592,768 Common Shares of the Corporation on February 26, 2020 , Luminus Ireland owns 33,204,500 Warrants and holds 14,065,138 (57.4%) Common Shares of the Corporation and 5,592,770 ESRs through its indirect subsidiary, Luminus Delphi. If the Warrants and remaining 5,592,770 ESRs were converted into Common Shares, Luminus Ireland and its affiliates would have ownership over 21,871,541 Common Shares of the Corporation, representing 67.7% of the 32,297,427 Common Shares that would be outstanding (comprised of the 24,491,024 Common Shares that were issued and outstanding plus the 2,213,633 Common Shares issued to Luminus Ireland upon the exercise of the Warrants and the 5,592,770 Common Shares issued to Luminus Delphi upon the exchange of the ESRs).
Luminus Ireland acquired the securities for investment purposes. Luminus Ireland may acquire or dispose of additional securities of the Corporation in the future through the market, privately, or otherwise, as circumstances or market conditions warrant.
A copy of the Early Warning Report disclosing the transaction can be obtained on the Corporation's SEDAR profile at www.sedar.com or from Luminus Ireland c/o 1700 Broadway, 26th Floor, New York, NY , 10019 or phone: Shawn Singh at (212) 424-2889 or e-mail email@example.com.
SOURCE Luminus Energy IE Designated Activity Company
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