Logan Energy Corp. press release

LOGAN ENERGY CORP. ANNOUNCES AGREEMENT TO BE ACQUIRED BY OVINTIV INC., FOR $1.40 PER SHARE IN CASH AND THE SPIN-OUT OF LOGAN OIL CORP., A NEW GROWTH-ORIENTED OIL COMPANY

2026-10-26

TSXV - TSX Venture Exchange · Oil · Natural Gas · Natural Gas Liquids · Canada · M&A / Asset Transactions

Canada NewsWire

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CALGARY, AB, Oct. 26, 2026/CNW/ -- Logan Energy Corp. (TSXV: LGN) ("Logan" or the "Company") is pleased to announce that it has entered into a definitive arrangement agreement dated October 26, 2026 (the "Arrangement Agreement") with Ovintiv Inc. ("Ovintiv") (NYSE, TSX: OVV) and Ovintiv Canada ULC ("Ovintiv Canada"), a wholly-owned subsidiary of Ovintiv, pursuant to which Ovintiv Canada has agreed to acquire all of the issued and outstanding common shares of Logan ("Logan Shares") for cash consideration of $1.40 per Logan Share (the "Logan Sale Transaction"), which values Logan at approximately $1.26 billion, including the assumption of Logan's net debt. As of the date hereof, there are 691,619,020 Logan Shares issued and outstanding.

"We are incredibly proud of what the Logan team has accomplished in just over three years. We would like to thank our 26 team members in Calgary and 27 in the field, whose relentless hard work and entrepreneurial spirit were instrumental in delivering this success. We also thank our shareholders for their steadfast support of the Logan team and our business plan," said Richard McHardy, Chief Executive Officer, and Brendan Paton, President & Chief Operating Officer of Logan.

As part of the Transaction (as defined below), Logan Oil Corp. ("Logan Oil"), a newly formed wholly-owned subsidiary of Logan, will be spun out to the holders of Logan Shares ("Logan Shareholders") with an initial equity value of approximately $0.08 per Logan Share (as described below) resulting in total consideration for the Transaction of $1.48 per Logan Share.

The founding asset base of Logan Oil will be constituted pursuant to three separate transactions:

Immediately prior to the acquisition of the Logan Shares by Ovintiv Canada, Logan will transfer certain undeveloped lands in northwest Alberta (the "Conveyed Assets") to Logan Oil, and will distribute all of the common shares of Logan Oil ("Logan Oil Shares") and the Transaction Warrants (as defined below) to Logan Shareholders (the "Spin-Out").

Logan Oil has agreed to acquire Andora Energy Corporation ("Andora"), which holds the Sawn Lake steam-assisted gravity drainage ("SAGD") project in the Peace River region of Alberta, from CanAsia Energy Corp. ("CanAsia") pursuant to a share purchase agreement dated August 14, 2026 (the "Andora Acquisition"), which is expected to close on October 30, 2026.

Logan Oil has also entered into a pre-acquisition agreement dated October 26, 2026 (the "Woodcote Agreement") with Woodcote Inc. ("Woodcote"), pursuant to which Logan Oil has agreed to acquire all of the issued and outstanding shares of Woodcote (the "Woodcote Acquisition") within five business days following completion of the Arrangement and the Logan Oil Financing (as defined below).

The Logan Sale Transaction and the Spin-Out (collectively, the "Transaction") will be implemented by way of a plan of arrangement (the "Arrangement") under the _Business Corporations Act_(Alberta) (the "ABCA") and, subject to the satisfaction of conditions customary for a transaction of this nature, the Transaction is expected to close early in the first quarter of 2027 (the date on which the Arrangement becomes effective, the "Effective Date").

Pursuant to the Arrangement, Logan Shareholders will receive, for each Logan Share held:

$1.40 in cash (the "Cash Proceeds");

0.0817 of a Logan Oil Share, having a value of approximately $0.08 per Logan Share based on the Logan Oil Financing Price (as defined below) of $1.00 per Logan Oil Share. Logan Oil has applied to list the Logan Oil Shares on the facilities of the TSX Venture Exchange (the "TSXV"); and

0.05 of a Logan Oil Share purchase warrant (each whole warrant, a "Transaction Warrant"). Each whole Transaction Warrant will entitle the holder to acquire one Logan Oil Share at an exercise price of $1.00 per Logan Oil Share, at any time on or before 5:00 p.m. (Calgary time) on the date that is 60 calendar days following the Effective Date.

Further details regarding the Transaction will be included in an information circular (the "Circular") to be delivered to Logan Shareholders and to the holders of options, restricted share awards and warrants of Logan (collectively with the Logan Shareholders, the "Logan Securityholders") and filed on SEDAR+ in connection with a special meeting of Logan Securityholders to be held on or about January 4, 2027 (the "Meeting").

STRATEGIC RATIONALE

Logan was formed in July 2023 through the spin-out of the early stage Montney assets of Spartan Delta Corp. Since that time, Logan has made substantial progress on the growth plan and operational milestones set out by the Company. Logan has grown its production from approximately 4,500 BOE/d at founding to a corporate record of 18,775 BOE/d (39% liquids) in the third quarter of 2026 (based on field estimates) and expects to deliver average production in excess of 22,000 BOE/d (45% liquids) for the fourth quarter of 2026. During this time, Logan built an infrastructure platform in both Pouce Coupe and Simonette and expanded its Montney land base from 300 net sections at founding to 415 net sections today. The board of directors of Logan (the "Logan Board") and management continuously review options available to the Company to ensure that shareholder value is being maximized. In July 2026, the Company received an unsolicited expression of interest from an arm's length third party. As a result, in August 2026, the Logan Board initiated a confidential process to evaluate strategic alternatives available to the Company (the "Process"). The Transaction is the culmination of the Process.

The Logan Board and management team view the Transaction as advantageous for Logan Shareholders:

Meaningful Premium and Certainty of Value.Total consideration of $1.48 per Logan Share represents a premium of approximately 17% to the 20-day volume-weighted average price of the Logan Shares on the TSXV up to October 23, 2026, the last trading day prior to the announcement of the Transaction, and a premium of approximately 35% to the closing price of the Logan Shares on the TSXV on August 14, 2026, the date of initiating the Process. The Cash Proceeds of $1.40 per Logan Share crystallize strong returns on each of Logan's equity financings since inception, provide Logan Shareholders with immediate liquidity and certainty of value, and are in addition to the Logan Oil Shares and Transaction Warrants to be received by Logan Shareholders under the Arrangement.

Compelling Value.The Logan Sale Transaction value is in excess of the before-tax net present value (discounted at 10%) of Logan's total proved plus probable reserves as at December 31, 2025, as adjusted for the acquisition announced by Logan on February 19, 2026, representing compelling value for Logan's development assets.

Logan Oil Ownership.Through ownership of the Logan Oil Shares and the Transaction Warrants (if exercised), Logan Shareholders will retain ownership in several high potential projects the Logan team has identified, which are summarized herein. Exposure to the Sawn Lake SAGD project, the Nipisi Clearwater assets to be acquired pursuant to the Woodcote Acquisition, as well as several other exploratory land positions to be conveyed from Logan to Logan Oil, offers Logan Shareholders the opportunity for continued participation in the growth of these projects.

Continued Investment alongside the Logan Team.The Logan team has established a track record of operational execution and delivering excess returns to shareholders. The Transaction enables shareholders to maintain investment alongside the Logan team, and the opportunity to increase ownership in Logan Oil through the Transaction Warrants. The Transaction Warrants provide every Logan Shareholder with the opportunity to increase its ownership of Logan Oil at the same price at which the founding management team, board of directors and other subscribers will invest in the Logan Oil Financing (as defined below). The Logan team has assembled four projects to constitute Logan Oil's founding asset base and has an ambitious vision of future value creation which is summarized herein.

RECOMMENDATION OF THE SPECIAL COMMITTEE AND THE LOGAN BOARD

The Logan Board established a special committee of independent directors (the "Special Committee") to, among other things, review and consider the Transaction and make recommendations to the Logan Board. National Bank of Canada Capital Markets ("National Bank") has provided a verbal opinion (the "Fairness Opinion") to the Special Committee and the Logan Board to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by the Logan Shareholders pursuant to the Arrangement, is fair, from a financial point of view, to the Logan Shareholders, other than the directors and officers of Logan.

The Logan Board, acting upon the unanimous recommendation of the Special Committee and after receiving the Fairness Opinion and advice from its financial and legal advisors, has unanimously determined that the Arrangement is fair to the Logan Shareholders and is in the best interests of Logan, and has unanimously resolved to recommend that Logan Securityholders vote in favour of the resolution approving the Arrangement, and that Logan Shareholders vote in favour of the related matters described below, at the Meeting. Each of the directors and executive officers of Logan, who collectively hold or exercise control or direction over approximately 16.6% of the outstanding Logan Shares, has entered into a voting support agreement with Ovintiv Canada pursuant to which they have agreed, subject to the terms thereof, to vote their Logan Shares in favour of the Arrangement.

THE LOGAN SALE TRANSACTION

Logan, Ovintiv and Ovintiv Canada have entered into the Arrangement Agreement to effect the Transaction by way of the Arrangement under the ABCA. Under the terms of the Arrangement, following the completion of the Spin-Out, Ovintiv Canada will acquire all of the issued and outstanding Logan Shares for $1.40 in cash per Logan Share. The obligations of Ovintiv Canada under the Arrangement Agreement are guaranteed by Ovintiv. Ovintiv and Ovintiv Canada are each at arm's length to Logan and the Logan Sale Transaction is an arm's length transaction.

The Arrangement requires approval by at least 66⅔% of the votes cast by Logan Securityholders, voting together as a single class, present in person or represented by proxy at the Meeting (the "Arrangement Resolution"). At the Meeting, Logan Shareholders will also be asked to approve, by ordinary resolution: (i) the Logan Oil Financing, including the participation therein of insiders of Logan and Logan Oil, which approval must be given by a majority of the votes cast by Logan Shareholders, excluding the votes of those Logan Shareholders whose votes are required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and the policies of the TSXV, including Logan Shareholders who are expected to participate in the Logan Oil Financing; and (ii) the stock option plan and the share award incentive plan of Logan Oil (collectively with the Arrangement Resolution, the "Transaction Resolutions").

The completion of the Transaction is subject to certain closing conditions including, without limitation, receipt of Logan Securityholder approval of the Arrangement Resolution, approval of the Court of King's Bench of Alberta, approval under the _Competition Act_(Canada) and other customary closing conditions.

The Arrangement Agreement includes representations and warranties, conditions and covenants of the parties customary for transactions of this nature, including a non-solicitation covenant on the part of Logan and a right of Ovintiv to match any superior proposal.

A copy of the Arrangement Agreement will be filed on Logan's SEDAR+ profile and will be available for viewing at www.sedarplus.ca. The Circular will contain a detailed description of the Transaction, Logan Oil, the Logan Oil Financing and the other matters to be considered at the Meeting.

LOGAN OIL CORP. AND LOGAN OIL FINANCING

Logan Oil is being created to apply the Logan management team's strategy of early stage resource capture and delineation, followed by strategic and creative value realization, to the Alberta heavy oil business. Logan Oil has an ambitious vision to become a leading greenfield SAGD developer, to deploy innovative exploitation techniques and pursue high impact exploration.

Logan Oil will be led by Brendan Paton, as President, Chief Executive Officer and a director. Its board of directors will include Rick McHardy, as Executive Chair, and Fotis Kalantzis, together with such other directors as are determined by Logan and identified in the Circular. The management team of Logan Oil will be drawn from Logan's current team and will include Ashley Hohm, as Chief Financial Officer, and Dylan Van Brunt, as Chief Operating Officer, along with the majority of the current Logan team. It is anticipated that additional members of the management team and board of directors with significant SAGD technical experience will be announced in conjunction with the mailing of the Circular.

Following completion of the Transaction and the Woodcote Acquisition, Logan Oil will own:

Sawn Lake SAGD Project.Logan has been actively evaluating greenfield SAGD opportunities for over two years and is pleased to announce Logan Oil's first SAGD project at Sawn Lake. Through the Andora Acquisition, Logan Oil will own 100% of Andora and the Sawn Lake SAGD project. Sawn Lake is an undeveloped SAGD project in the Bluesky formation, with a targeted design capacity of 15,000 bbl/d, located in the Peace River region that will be developed in a phased modular approach which minimizes equity dilution. The Sawn Lake project is one of very few SAGD assets with a successful pilot project that is not owned by a major. A 2014 to 2016 pilot project at Sawn Lake achieved >600 bbl/d from a short 780 metre well pair with a steam-oil ratio at the end of the pilot of 2.1 bbl/bbl. The first phase of Sawn Lake development is a brownfield expansion of the existing pilot facility. The first phase, for which regulatory approval is in place, is targeted to deliver over 3,000 bbl/d of bitumen, with first steam targeted before the end of 2027. Additionally, Andora owns a patented proprietary SAGD process technology, a Produced Water Boiler, which has the potential to reshape modular Alberta greenfield SAGD facilities. On May 6, 2026, Andora entered into a cooperative research and development agreement with the Korea Institute of Geoscience and Mineral Resources ("KIGAM"), which provides for staged funding by KIGAM of up to $26 million over three years for the recommissioning of the existing Sawn Lake facility and the installation of Andora's proprietary Produced Water Boiler and related systems.

Nipisi Clearwater.Through the Woodcote Acquisition, Logan Oil will acquire Woodcote's Clearwater oil assets in the Nipisi area of Alberta, comprising approximately 67 net sections of land, current production of approximately 1,650 bbl/d of oil and proved plus probable reserves of approximately 4,398 Mbbl of crude oil, as evaluated by McDaniel & Associates Consultants Ltd. ("McDaniel") effective July 1, 2026. Logan Oil's management believes that the asset is well suited for waterflood. Logan Oil plans to grow the asset through primary development and to implement a waterflood during its inaugural capital program. The asset will provide base production and cash flow from inception and the high return and short cycle nature of the asset is highly synergistic and complementary to the development of Sawn Lake and Logan Oil's other exploratory prospects.

Charlie Lake. The Conveyed Assets include 81 exploratory sections prospective for light oil through drilling open hole multilateral ("OHML") wells in the Charlie Lake formation.

Heavy Oil Exploration and New Venture Lands.The Conveyed Assets include over 40 sections prospective for heavy oil and bitumen in the greater Peace River and Clearwater area. These lands are prospective for OHML development and enhanced oil recovery. Logan Oil plans to keep these lands confidential while the positions are expanded.

Logan Oil has agreed to acquire all of the issued and outstanding shares of Andora from CanAsia for cash consideration of $30.0 million, subject to customary adjustments, together with deferred and contingent payments of up to $25.0 million that are payable only upon the achievement of certain milestones. The Andora Acquisition was approved by the shareholders of CanAsia on October 15, 2026 and is expected to be completed on October 30, 2026, subject to the satisfaction of other customary closing conditions. The Andora Acquisition will be funded by Logan under its existing credit facility, and the related indebtedness will remain with Logan, as a wholly-owned subsidiary of Ovintiv, following the completion of the Logan Sale Transaction and will not be assumed by Logan Oil.

Pursuant to the Woodcote Agreement, Logan Oil will acquire all of the issued and outstanding shares of Woodcote for aggregate consideration of $110.0 million on a cash-free, debt-free basis, subject to customary adjustments, with an effective date of October 1, 2026. The consideration will consist of approximately $70.0 million in cash, to be funded from the proceeds of the Logan Oil Financing, and $40.0 million in Logan Oil Shares, being 40.0 million Logan Oil Shares (the "Consideration Shares") issued at the Logan Oil Financing Price. The Consideration Shares issued to the directors and officers of Woodcote will be subject to contractual resale restrictions, with all of such Consideration Shares to be released three months following closing. The Consideration Shares issued to 10% shareholders of Woodcote will be subject to contractual resale restrictions, with one-half released on each of the dates that are six and nine months following closing. Shareholders of Woodcote holding 100% of the outstanding Woodcote shares have delivered irrevocable letters of transmittal in respect of the Woodcote Acquisition. The Woodcote Acquisition is expected to close within five business days following the completion of the Arrangement and the Logan Oil Financing and is subject to customary closing conditions, including the completion of the Arrangement and the Logan Oil Financing and the conditional approval of the TSXV.

Concurrently with or as soon as practicable following the completion of the Arrangement, Logan Oil will complete a non-brokered private placement of securities of Logan Oil at a price of $1.00 per Logan Oil Share or Unit (as defined below), as applicable (the "Logan Oil Financing Price"), for aggregate gross proceeds of approximately $120.0 million (the "Logan Oil Financing"), comprised of the offering of approximately $66.0 million of Logan Oil Shares and approximately $54.0 million of units of Logan Oil ("Units"). Logan Oil will offer Units to subscribers that are directors, officers and employees of Logan Oil, together with certain additional subscribers identified by such persons, and Logan Oil Shares to all other subscribers. A portion of the proceeds of the Logan Oil Financing will be used to fund the cash portion of the consideration payable under the Woodcote Acquisition, with the balance to be used to fund the development of Logan Oil's assets and for general corporate purposes. It is anticipated that the founding management team, employees and board of directors of Logan Oil will subscribe for approximately $70.0 million of Logan Oil Shares and Units in the Logan Oil Financing.