Cardinal Energy closes $104.7-million offering

Executive Summary

• Cardinal Energy Ltd. has completed an upsized bought deal offering of common shares, raising approximately $104.7 million in gross proceeds.
• The company issued 12.1 million common shares at a price of $8.65 per share, including the full exercise of the overallotment option.
• Net proceeds will be used to repay outstanding indebtedness under the senior credit facility, with the facility to be redrawn to accelerate development of the second thermal oil project at Reford, alongside general corporate purposes.

Key Details

• Gross Proceeds: Approximately $104.7 million.
• Shares Issued: 12.1 million common shares.
• Issue Price: $8.65 per common share.
• Overallotment: The offering included the full exercise of the overallotment option, resulting in the issuance of 1.1 million additional shares.
• Underwriters: The syndicate was co-led by RBC Capital Markets and CIBC Capital Markets, and included ATB Capital Markets, BMO Capital Markets, Peters & Co. Ltd., and Raymond James Ltd.
• Insider Participation: Insiders acquired $3.5 million of common shares pursuant to the offering.
• Use of Proceeds:
  • First priority: Repay and reduce outstanding indebtedness under the senior credit facility.
  • Secondary priority: Redraw the credit facility to accelerate the development of the second thermal oil project at Reford.
  • Tertiary: General corporate purposes.
• Regulatory Context: The offering was made via a prospectus supplement dated Jan. 30, 2026, to the company's short form base shelf prospectus dated March 28, 2024.
• Related Party Transaction: Insider participation was treated as a related party transaction under Multilateral Instrument 61-101. The company was exempt from formal valuation and minority shareholder approval requirements as the fair market value of consideration to related parties did not exceed 25% of the company's market capitalization. A material change report was filed to facilitate the expeditious closing.