Obsidian Energy Announces Non-Binding Offer for Common Share Position in InPlay Oil Corp.

Rhea-AI Summary

Obsidian Energy (NYSE American: OBE) has received a non-binding offer from an unnamed third party to acquire its entire stake of 9,139,784 common shares in InPlay Oil Corp., representing approximately 32.7% of InPlay's outstanding shares. The offered price exceeds InPlay's July 15, 2025 closing price on the Toronto Stock Exchange.

OBE has entered exclusive negotiations until August 1, 2025 regarding this potential disposition. As a result, the company has suspended its previously announced exchange offer to purchase approximately $10 million of its common shares using InPlay shares as consideration.

The transaction remains subject to negotiations, including discussions with InPlay regarding existing transfer restrictions effective until October 7, 2025.

Positive

• Potential sale price above market value for InPlay shares
• Opportunity to monetize significant 32.7% stake in InPlay Oil
• Multiple strategic options being pursued to maximize shareholder value

Negative

• Cancellation of previously announced share exchange offer
• Transaction subject to existing transfer restrictions until October 2025
• No guarantee of successful completion or final terms

Insights

M&A and Corporate Strategy Specialist

Obsidian Energy may unlock value by selling its 32.7% InPlay stake above market price, representing a strategic pivot.

Obsidian Energy's announcement reveals a potential strategic shift that warrants investor attention. The company has received an above-market offer for its substantial 32.7% stake in InPlay Oil Corp (representing 9,139,784 shares). This development has prompted Obsidian to enter exclusive negotiations until August 1, 2025, effectively placing its previously announced share exchange program on hold.

This potential transaction presents several strategic implications. First, the premium offer suggests Obsidian could realize immediate value above current market pricing. Second, divesting this significant minority position could streamline Obsidian's portfolio and potentially strengthen its balance sheet, depending on how proceeds are deployed.

However, investors should note several key hurdles remain. The offer is non-binding, and Obsidian must negotiate around existing transfer restrictions on its InPlay shares that extend until October 7, 2025. These restrictions require InPlay's cooperation to resolve, adding complexity to the negotiations.

The cancellation of the planned $10 million share exchange program indicates this potential divestiture represents a material strategic redirection. While management has not disclosed their plans for potential proceeds, options could include debt reduction, capital investments, shareholder returns, or alternative acquisitions.

The exclusivity period and lack of definitive agreement highlight that this remains a developing situation with uncertain outcome. The above-market pricing suggests potential value creation, but implementation risks remain significant.

Calgary, Alberta--(Newsfile Corp. - July 16, 2025) - OBSIDIAN ENERGY LTD. (TSX: OBE) (NYSE American: OBE) ("Obsidian Energy" or the "Company") announced today that a third party has made a non-binding offer to Obsidian Energy to acquire the Company's entire common share position in InPlay Oil Corp. ("InPlay"), consisting of 9,139,784 InPlay common shares ("InPlay Shares") and representing approximately 32.7% of the issued and outstanding InPlay Shares, at a price per InPlay Share in excess of the closing price for such shares on the Toronto Stock Exchange as of July 15, 2025. The Company has entered into negotiations with the third party and InPlay in respect of the potential transaction outlined in the non-binding offer (the "Disposition Transaction") and has agreed to engage exclusively with the third party in respect of the Disposition Transaction until August 1, 2025. As a result, at this time, Obsidian Energy will not launch its previously announced exchange offer to purchase up to approximately $10 million of its common shares from Obsidian Energy shareholders in the provinces and territories of Canada for consideration consisting of InPlay Shares.

No definitive agreement regarding the Disposition Transaction has been reached, including with InPlay in respect of the Company's existing restrictions on transfers of its InPlay Shares prior to October 7, 2025 to a third party, and there can be no assurance that the Disposition Transaction will ultimately result from the negotiations. If the Disposition Transaction does proceed, there can be no assurance of what the economic and other terms and conditions of such transaction might be.

Obsidian Energy does not intend to issue any further public updates regarding this matter until a definitive agreement has been reached or the exclusivity period has expired unless required by law or stock exchange rules.

About Obsidian Energy

Obsidian Energy is an intermediate-sized oil and gas producer with a well-balanced portfolio of high-quality assets, primarily in the Peace River, Willesden Green and Viking areas in Alberta. The Company's business is to explore for, develop and hold interests in oil and natural gas properties and related production infrastructure in the Western Canada Sedimentary Basin.

Obsidian Energy is headquartered in Calgary and listed on the Toronto Stock Exchange and NYSE American (TSX: OBE) (NYSE American: OBE). To learn more, visit Obsidian Energy's website.

All figures are in Canadian dollars unless otherwise stated.

Note Regarding Forward-Looking Statements

Certain statements contained in this document constitute forward-looking statements or information (collectively "forward-looking statements") within the meaning of applicable Canadian and U.S. securities laws and the "safe harbour" provisions of applicable securities legislation. Forward-looking statements are typically identified by words such as "anticipate", "continue", "estimate", "expect", "forecast", "budget", "may", "will", "project", "could", "plan", "intend", "should", "believe", "outlook", "objective", "aim", "potential", "target" and similar words suggesting future events or future performance. In particular, this document contains forward-looking statements pertaining to, without limitation, the following: statements regarding the status of negotiations regarding the Disposition Transaction, including its terms and conditions, and whether it will be approved and agreed by Obsidian Energy, InPlay and the third party.

With respect to forward-looking statements contained in this document, the Company has made assumptions regarding, among other things: the duration and impact of tariffs that are currently in effect on goods exported from or imported into Canada, and that other than the tariffs that are currently in effect, neither the U.S. nor Canada (i) increases the rate or scope of such tariffs, reenacts tariffs that are currently suspended, or imposes new tariffs, on the import of goods from one country to the other, including on oil and natural gas, and/or (ii) imposes any other form of tax, restriction or prohibition on the import or export of products from one country to the other, including on oil and natural gas; that regional and/or global health related events will not have any adverse impact on energy demand and commodity prices in the future; global energy policies going forward, including the continued ability and willingness of members of OPEC and other nations to agree on and adhere to production quotas from time to time; our ability to qualify for (or continue to qualify for) new or existing government programs, and obtain financial assistance therefrom, and the impact of those programs on our financial condition; our ability to execute our plans as described herein and in our other disclosure documents, and the impact that the successful execution of such plans will have on our Company and our stakeholders, including our ability to return capital to shareholders and/or further reduce debt levels; future capital expenditure and decommissioning expenditure levels; expectations and assumptions concerning applicable laws and regulations, including with respect to environmental, safety and tax matters; future operating costs and G&A costs and the impact of inflation thereon; future oil, natural gas liquids and natural gas prices and differentials between light, medium and heavy oil prices and Canadian, WTI and world oil and natural gas prices; future hedging activities; future oil, natural gas liquids and natural gas production levels; future exchange rates, interest rates and inflation rates; future debt levels; our ability to execute our capital programs as planned without significant adverse impacts from various factors beyond our control, including extreme weather events such as wild fires, flooding and drought, infrastructure access (including the potential for blockades or other activism) and delays in obtaining regulatory approvals and third party consents; the ability of the Company's contractual counterparties to perform their contractual obligations; our ability to obtain equipment in a timely manner to carry out development activities and the costs thereof; our ability to market our oil and natural gas successfully to current and new customers; our ability to obtain financing on acceptable terms, including our ability (if necessary) to extend the revolving period and term out period of our credit facility, our ability to maintain the existing borrowing base under our credit facility, our ability (if necessary) to replace our syndicated bank facility and our ability (if necessary) to finance the repayment of our senior unsecured notes on maturity or pursuant to the terms of the underlying agreement; the accuracy of our estimated reserve volumes; and our ability to add production and reserves through our development and exploitation activities.

Although the Company believes that the expectations reflected in the forward-looking statements contained in this document, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the forward-looking statements contained herein will not be correct, which may cause our actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things: the risk that (i) the tariffs that are currently in effect on goods exported from or imported into Canada continue in effect for an extended period of time, the tariffs that have been threatened are implemented, that tariffs that are currently suspended are reactivated, the rate or scope of tariffs are increased, or new tariffs are imposed, including on oil and natural gas, (ii) the U.S. and/or Canada imposes any other form of tax, restriction or prohibition on the import or export of products from one country to the other, including on oil and natural gas, and (iii) the tariffs imposed or threatened to be imposed by the U.S. on other countries and retaliatory tariffs imposed or threatened to be imposed by other countries on the U.S., will trigger a broader global trade war which could have a material adverse effect on the Canadian, U.S. and global economies, and by extension the Canadian oil and natural gas industry and the Company, including by decreasing demand for (and the price of) oil and natural gas, disrupting supply chains, increasing costs, causing volatility in global financial markets, and limiting access to financing; the possibility that we change our budgets (including our capital expenditure budgets) in response to internal and external factors, including those described herein; the possibility that the Company will not be able to continue to successfully execute our business plans and strategies in part or in full, and the possibility that some or all of the benefits that the Company anticipates will accrue to our Company and our stakeholders as a result of the successful execution of such plans and strategies do not materialize (such as our inability to return capital to shareholders and/or reduce debt levels to the extent anticipated or at all); the possibility that the Company ceases to qualify for, or does not qualify for, one or more existing or new government assistance programs, that the impact of such programs falls below our expectations, that the benefits under one or more of such programs is decreased, or that one or more of such programs is discontinued; the impact on energy demand and commodity prices of regional and/or global health related events and the responses of governments and the public thereto, including the risk that the amount of energy demand destruction and/or the length of the decreased demand exceeds our expectations; the risk that there is another significant decrease in the valuation of oil and natural gas companies and their securities and in confidence in the oil and natural gas industry generally, whether caused by regional and/or global health related events, the worldwide transition towards less reliance on fossil fuels and/or other factors; the risk that the financial capacity of the Company's contractual counterparties is adversely affected and potentially their ability to perform their contractual obligations; the possibility that the revolving period and/or term out period of our credit facility and the maturity date of our senior unsecured notes is not extended (if necessary), that the borrowing base under our credit facility is reduced, that the Company is unable to renew or refinance our credit facilities on acceptable terms or at all and/or finance the repayment of our senior unsecured notes when they mature on acceptable terms or at all and/or obtain new debt and/or equity financing to replace our credit facilities and/or senior unsecured notes or to fund other activities; the possibility that we are unable to complete one or more repurchase offers pursuant to our senior unsecured notes when otherwise required to do so; the possibility that we are forced to shut-in production, whether due to commodity prices decreasing, extreme weather events such as wild fires, inability to access our properties due to blockades or other activism, or other factors; the risk that OPEC and other nations fail to agree on and/or adhere to production quotas from time to time that are sufficient to balance supply and demand fundamentals for oil; general economic and political conditions in Canada, the U.S. and globally, and in particular, the effect that those conditions have on commodity prices and our access to capital; industry conditions, including fluctuations in the price of oil, natural gas liquids and natural gas, price differentials for oil and natural gas produced in Canada as compared to other markets, and transportation restrictions, including pipeline and railway capacity constraints; fluctuations in foreign exchange, including the impact of the Canadian/U.S. dollar exchange rate on our revenues and expenses; fluctuations in interest rates, including the effects of interest rates on our borrowing costs and on economic activity, and including the risk that elevated interest rates cause or contribute to the onset of a recession; the risk that our costs increase due to inflation, supply chain disruptions, scarcity of labour and/or other factors, adversely affecting our profitability; unanticipated operating events or environmental events that can reduce production or cause production to be shut-in or delayed (including extreme cold during winter months, wild fires, flooding and droughts (which could limit our access to the water we require for our operations)); the risk that wars and other armed conflicts adversely affect world economies and the demand for oil and natural gas, including the ongoing war between Russian and Ukraine and/or hostilities in the Middle East; the possibility that fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to hydrocarbons, government mandates requiring the sale of electric vehicles and/or electrification of the power grid, and technological advances in fuel economy and renewable energy generation systems could permanently reduce the demand for oil and natural gas and/or permanently impair the Company's ability to obtain financing and/or insurance on acceptable terms or at all, and the possibility that some or all of these risks are heightened as a result of the response of governments, financial institutions and consumers to a regional and/or global health related event and/or the influence of public opinion and/or special interest groups.

Additional information on these and other factors that could affect Obsidian Energy, or its operations or financial results, are included in the Company's Annual Information Form (see 'Risk Factors' and 'Forward-Looking Statements' therein) which may be accessed through the SEDAR+ website (www.sedarplus.ca), EDGAR website (www.sec.gov) or Obsidian Energy's website. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

Unless otherwise specified, the forward-looking statements contained in this document speak only as of the date of this document. Except as expressly required by applicable securities laws, we do not undertake any obligation to publicly update or revise any forward-looking statements. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

Obsidian Energy shares are listed on both the Toronto Stock Exchange in Canada and the NYSE American in the United States under the symbol "OBE".

All figures are in Canadian dollars unless otherwise stated.

CONTACT

OBSIDIAN ENERGY

Suite 200, 207 - 9th Avenue SW, Calgary, Alberta T2P 1K3
Phone: 403-777-2500
Toll Free: 1-866-693-2707
Website: www.obsidianenergy.com;

Investor Relations:
Toll Free: 1-888-770-2633
E-mail: investor.relations@obsidianenergy.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/258951

FAQ

What is Obsidian Energy's current stake in InPlay Oil Corp?

Obsidian Energy owns 9,139,784 common shares of InPlay Oil Corp., representing approximately 32.7% of InPlay's outstanding shares.

Why did OBE cancel its share exchange offer?

OBE canceled the exchange offer due to entering exclusive negotiations with a third party to sell its entire InPlay Oil stake until August 1, 2025.

What are the transfer restrictions on OBE's InPlay shares?

Obsidian Energy faces restrictions on transferring its InPlay shares to third parties until October 7, 2025, which must be addressed in negotiations.

What is the proposed purchase price for OBE's InPlay shares?

The exact price hasn't been disclosed, but the offer is stated to be above InPlay's closing price on the Toronto Stock Exchange as of July 15, 2025.

When will Obsidian Energy provide updates on the InPlay share sale?

OBE stated it won't provide further public updates until either a definitive agreement is reached or the exclusivity period expires, unless required by law or stock exchange rules.