Obsidian Energy Announces Definitive Agreement to Sell Common Share Position in InPlay Oil Corp.

Executive Summary

• Obsidian Energy Ltd. has entered into a definitive agreement to sell its entire common share position in InPlay Oil Corp. to Delek Group Ltd.
• The transaction involves the sale of 9,139,784 InPlay shares, representing approximately 32.70% of InPlay's issued and outstanding shares.
• The disposition is intended to monetize equity consideration previously received by Obsidian from the sale of its Pembina assets in April 2025.

Key Details

• Transaction Structure: Definitive agreement for the sale of 9,139,784 InPlay common shares.
• Counterparty: Delek Group Ltd. (the "Purchaser").
• Price: $10.00 per InPlay Share.
• Aggregate Purchase Price: $91,397,840 CAD, subject to adjustments.
• Adjustments to Price:
  • Reduction: One-third of certain filing fees incurred by the Purchaser for clearance under the Competition Act (Canada).
  • Increase: If closing occurs after August 12, 2025 but before Obsidian is entitled to InPlay's August dividend, the price increases by one-half of the aggregate August monthly dividend payable on the sold shares.
• Closing Timeline: Expected in the first half of August 2025, subject to customary conditions.
• Regulatory/Compliance:
  • Completed in reliance on the "private agreement exemption" under National Instrument 62-104.
  • Obsidian obtained required consent from InPlay under their investor rights agreement.
  • An early warning report will be filed with applicable securities commissions.
• Post-Transaction Holdings:
  • Obsidian will divest all 9,139,784 InPlay common shares.
  • Obsidian will retain 20,834 restricted awards (InPlay RAs), representing 0.07% of InPlay's outstanding shares (assuming settlement).
  • The InPlay RAs are expected to be forfeited 30 days following the closing of the Disposition Transaction.
• Strategic Context: The purpose is to monetize equity consideration received from the disposition of Obsidian's Pembina assets in April 2025.