DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K
See the Exhibit Index hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on July 10, 2026.
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OBSIDIAN ENERGY LTD. |
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By: |
/s/ Stephen Loukas |
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Name: |
Stephen Loukas |
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Title: |
President and Chief Executive Officer |
Exhibit 99.1
FIRST AMENDING AGREEMENT
THIS AGREEMENT is made effective as of June 23, 2026
BETWEEN:
OBSIDIAN ENERGY LTD., a corporation subsisting under the laws of the Province of Alberta (hereinafter referred to as the "Borrower"),
OF THE FIRST PART,
- and -
ROYAL BANK OF CANADA, BANK OF MONTREAL and ICBC STANDARD BANK PLC (hereinafter referred to collectively as the "Lenders" and individually as a "Lender"),
OF THE SECOND PART,
- and -
ROYAL BANK OF CANADA, a Canadian chartered bank, as agent of the Lenders (hereinafter referred to as the "Agent"),
OF THE THIRD PART.
WHEREAS the Borrower has requested an increase to the maximum aggregate amount of the Syndicated Facility from Cdn.$210,000,000 to Cdn.$250,000,000;
AND WHEREAS the parties hereto have agreed to amend and supplement certain provisions of the Credit Agreement as hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged by each of the parties hereto, the parties hereto covenant and agree as follows:
1.1In this Agreement and the recitals hereto, unless something in the subject matter or context is inconsistent therewith:
"Agreement" means this first amending agreement, as amended, modified, supplemented or restated from time to time.
"Credit Agreement" means the amended and restated credit agreement made as of April 28, 2026 between the Borrower, the Lenders and the Agent.
Capitalized terms used herein without express definition shall have the same meanings herein as are ascribed thereto in the Credit Agreement, as amended by this Agreement.
1.2The division of this Agreement into Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless the context otherwise requires, references herein to "Sections" are to Sections of this Agreement. The terms "this Agreement", "hereof", "hereunder" and similar expressions refer to this Agreement and not to any particular Section or other portion hereof and include any agreements supplemental hereto.
1.3This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.
1.4The following Schedules are annexed hereto and are incorporated by reference and deemed to be part hereof:
Schedule A – Lenders and Commitments; and
Schedule B – Form of Confirmation of Guarantee and Security.
2.Amendments and Supplements
2.1Increase to Syndicated Facility.
(a)The definition of "Syndicated Facility" contained in Section 1.1(1) of the Credit Agreement is hereby amended by deleting "Cdn.$210,000,000" where it appears therein and substituting "Cdn.$250,000,000" therefor.
(b)The parties hereto hereby confirm and agree that: (i) the maximum principal amount of the Syndicated Facility is hereby increased from Cdn.$210,000,000 to Cdn.$250,000,000; and (ii) the giving effect to this Agreement does not constitute a redetermination of the Borrowing Base and, for certainty, the Borrowing Base continues to be Cdn.$300,000,000 as set out in Section 2.23(1) of the Credit Agreement.
2.2Replacement of Schedule A. Schedule A to the Credit Agreement is hereby deleted in its entirety and replaced with Schedule A attached hereto to, inter alia, provides the new Syndicated Facility Commitment of each Lender shall be the amount set forth opposite its name on such new Schedule A.
3.Funding of Loans to Reflect Syndicated Facility Commitment of each Lender
3.1Funding of Outstanding Loans under Syndicated Facility. In order to give effect to the increase to the Syndicated Facility contemplated hereby, upon, and with effect from, the satisfaction of the conditions precedent set forth in Section 6, the Lenders hereby agree to take all steps and actions and execute and deliver all agreements, instruments and other documents as may be required by the Agent or any of the Lenders (including the assignment of interests in, or the purchase of participations in, existing Loans) to give effect to the increase in the Syndicated Facility and to ensure that the aggregate Obligations owing to each Lender under the Syndicated Facility are outstanding in proportion to each Lender's Rateable Portion of all outstanding Obligations under the Syndicated Facility after giving effect to the increase of the Syndicated Facility Commitment of each Lender as contemplated herein. The parties hereby acknowledge and agree that: (a) on the date hereof, there are CORRA Loans under the Syndicated Facility having terms to maturity ending after the date hereof which are outstanding (the "Outstanding CORRA Loans"); and (b) notwithstanding any provision of the Credit Agreement or this Agreement to the contrary (including without limitation Section 2.16(1) of the Credit Agreement), there shall be no breakage fees or other costs, premiums or expenses payable by the Borrower in connection with any reallocation of the Outstanding CORRA Loans (including the assignment of interests in, or the purchase of participations in, the Outstanding CORRA Loans) to the extent required to align each Lender's Rateable Portion of the Outstanding CORRA Loans after giving effect to the increase of the Syndicated Facility Commitment of each Lender as contemplated herein.
4.Representations and Warranties
The Borrower hereby represents and warrants to the Agent and to each Lender, and the Borrower acknowledges and confirms that the Agent and each Lender are relying upon such representations and warranties, as follows:
(a)Capacity, Power and Authority. It is a corporation validly existing and in good standing under the laws of the Province of Alberta and has all the requisite corporate capacity, power and authority to own its properties and carry on its business as presently carried on or as contemplated by the Documents.
(b)Authorization; Enforceability. It has taken or caused to be taken all necessary action to authorize, and has duly executed and delivered, this Agreement, and this Agreement is a legal, valid and binding obligation of it enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application limiting the enforceability of creditors' rights, to general principles of equity and to the fact that equitable remedies are only available in the discretion of the court.
(c)Compliance with Other Instruments. None of the authorization, execution or delivery of this Agreement, the performance of any obligation of the Borrower pursuant hereto, or the consummation of the transactions contemplated herein requires or will require, pursuant to applicable law now in effect, any approval or consent of any Governmental Authority having jurisdiction (except such as has already been obtained and are in full force and effect) nor is in conflict with or in contravention of (i) any applicable law, (ii) the Borrower's or any of its Material Subsidiary's articles, by-laws or other constating documents or any resolutions of directors or shareholders or partners, as applicable, or the provisions of its partnership agreement or declaration of trust or trust indenture (as applicable) or (iii) the provisions of any other indenture, instrument, undertaking or other agreement to which any of the Borrower or any of its Subsidiaries is a party or by which they or their respective properties or assets are bound, the contravention of which would have or would reasonably be expected to have a Material Adverse Effect.
(d)No Default. No Default or Event of Default has occurred or is continuing or will occur immediately after giving effect to this Agreement.
(e)Credit Agreement Representations and Warranties. Each of the representations and warranties of the Borrower set forth in Article 8 of the Credit Agreement is true and accurate in all material respects (other than those representations and warranties which are already subject to a materiality threshold (such as Material Adverse Effect), which are true and accurate in all respects) as of the date hereof, except those made as of a specified date.
The representations and warranties set out herein shall survive the execution and delivery of this Agreement and the making of each Drawdown under the Credit Agreement, notwithstanding any investigations or examinations which may be made by or on behalf of the Agent, the Lenders or Lenders' Counsel. Such representations and warranties shall survive until the Credit Agreement has been terminated.
The Borrower hereby agrees to pay to the Agent a fee, for each Lender, in Canadian Dollars in an amount equal to [Redacted – Percentage] per annum of the increase to each Lender's Syndicated Facility Commitment effected by this Agreement.
The amendments and supplements to the Credit Agreement contained herein shall be effective upon, and shall be subject to, the satisfaction of the following conditions precedent:
(a)receipt by the Agent of a fully executed copy of this Agreement;
(b)receipt by the Agent of a Confirmation of Guarantee and Security from the Borrower and each Material Subsidiary in substantially the form attached hereto as Schedule B;
(c)the Borrower shall have paid to the Agent, for each Lender, the fee required to be paid pursuant to Section 5 hereof;
(d)the Borrower and each corporate Subsidiary which is executing and delivering Documents shall have delivered to the Agent a current certificate of status, compliance or good standing, as the case may be, in respect of its jurisdiction of formation and certified copies of its constating documents, by-laws and the resolutions authorizing the Documents to which it is a party to be executed in
connection herewith and the transactions thereunder and an Officer's Certificate as to the incumbency of the officers of the Borrower or the Subsidiary, as the case may be, signing the Documents to which it is a party;
(e)each Subsidiary which is not a corporation and which is executing and delivering Documents shall have delivered, or caused to be delivered, to the Agent certificates as to the matters set forth in Section 6(d) above with respect to the general partner thereof or other separate legal person executing and delivering the Documents on its behalf, and, in addition, shall have delivered to the Agent certified copies of the partnership agreement, declaration of trust or other agreements or instruments creating or governing the same;
(f)the Agent and the Lenders shall have received legal opinions from legal counsel to the Borrower and its Subsidiaries which shall be in form and substance satisfactory to the Agent and Lenders' Counsel, each acting reasonably;
(g)no Default or Event of Default shall have occurred and be continuing and each of the representations and warranties set forth in Section 8.1 of the Credit Agreement shall be true and correct in all respects, and the Borrower shall have delivered to the Agent and the Lenders an Officer's Certificate certifying the same to the Agent and the Lenders; and
(h)no event, circumstance or development shall have occurred or become known which has had or would reasonably be expected to have a Material Adverse Effect since April 28, 2026, and the Borrower shall have delivered to the Agent and the Lenders an Officer's Certificate certifying the same to the Agent and the Lenders.
The foregoing conditions precedent are inserted for the sole benefit of the Lenders and the Agent and may be waived in writing by the Lenders, in whole or in part (with or without terms and conditions).
7.Confirmation of Credit Agreement and other Documents
The Credit Agreement and the other Documents to which the Borrower is a party and all covenants, terms and provisions thereof, except as expressly amended and supplemented by this Agreement, shall be and continue to be in full force and effect and the Credit Agreement as amended and supplemented by this Agreement and each of the other Documents to which the Borrower is a party is hereby ratified and confirmed and shall from and after the date hereof continue in full force and effect as herein amended and supplemented, with such amendments and supplements being effective from and as of the date hereof upon satisfaction of the conditions precedent set forth in Section 6 hereof.
The parties hereto shall from time to time do all such further acts and things and execute and deliver all such documents as are reasonably required by the Agent (acting reasonably) in order to effect the full intent of and fully perform and carry out the terms of this Agreement.
This Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.
10.Counterparts; Electronic Execution
This Agreement may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by fax or other electronic transmission of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement. The words "execution", "execute", "signed", "signature", and words of like import in or related to any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed
signature or the use of a paper based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, as provided in Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), the Electronic Commerce Act, 2000 (Ontario), the Electronic Transactions Act (British Columbia), the Electronic Transactions Act (Alberta), or any other similar laws based on the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada. The Agent may, in its discretion, require that any such documents and signatures executed electronically or delivered by fax or other electronic transmission be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature executed electronically or delivered by fax or other electronic transmission.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF the parties hereto have executed this Agreement.
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BORROWER: |
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OBSIDIAN ENERGY LTD. |
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By: |
("Signed") |
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Signature Page to the First Amending Agreement
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LENDERS: |
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ROYAL BANK OF CANADA |
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By: |
("Signed") |
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Name: |
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Title: |
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By: |
("Signed") |
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Name: |
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Title: |
Signature Page to the First Amending Agreement
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BANK OF MONTREAL |
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By: |
("Signed") |
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Name: |
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Title: |
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By: |
("Signed") |
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Name: |
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Title: |
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Signature Page to the First Amending Agreement
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ICBC STANDARD BANK PLC |
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By: |
("Signed") |
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Name: |
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Title: |
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By: |
("Signed") |
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Name: |
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Title: |
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Signature Page to the First Amending Agreement
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AGENT: |
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ROYAL BANK OF CANADA,
in its capacity as Agent |
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By: |
("Signed") |
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Name: |
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Title: |
Signature Page to the First Amending Agreement
SCHEDULE A
LENDERS AND COMMITMENTS
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Lender |
Operating Facility Commitment |
Syndicated Facility Commitment |
Aggregate Individual Commitment |
Royal Bank of Canada |
[Redacted – Amount] |
[Redacted – Amount] |
[Redacted – Amount] |
Bank of Montreal |
[Redacted – Amount] |
[Redacted – Amount] |
[Redacted – Amount] |
ICBC Standard Bank Plc |
[Redacted – Amount] |
[Redacted – Amount] |
[Redacted – Amount] |
Total: |
Cdn.$25,000,000 |
Cdn.$250,000,000 |
Cdn.$275,000,000 |
SCHEDULE B
Form of Confirmation of Guarantee and Security
CONFIRMATION OF GUARANTEE AND SECURITY
TO: The Lenders, Hedging Affiliates and each Cash Manager (together with the Agent (as defined below), collectively, the "Lender Secured Parties")
AND TO: Royal Bank of Canada, as agent of the Lenders (the "Agent")
DATE: June 23, 2026
WHEREAS Obsidian Energy Ltd. (the "Borrower") entered into an amended and restated credit agreement made as of April 28, 2026 between the Borrower, the Lenders and the Agent (the "Existing Credit Agreement");
AND WHEREAS each of the undersigned guaranteed: (a) (except in the case of the Borrower), all of the Obligations of the Borrower under, pursuant or relating to the Existing Credit Agreement and the other Documents; (b) all of the Lender Financial Instrument Obligations; and (c) all Cash Management Obligations, (collectively, the "Guaranteed Obligations"), in each case, pursuant to one or more guarantees, each made as of July 27, 2022 (collectively, the "Guarantees" and each a "Guarantee"), granted by each of the undersigned (either directly or through one or more of its amalgamation predecessors) in favour of the Agent and each of the other Lender Secured Parties;
AND WHEREAS as collateral security for, among other things, all of its Obligations (including, without limitation, its obligations arising under its respective Guarantee), Lender Financial Instrument Obligations and Cash Management Obligations (collectively, the "Lender Secured Obligations"), each of the undersigned (either directly or through one or more of its amalgamation predecessors) executed and delivered to the Agent, for and on behalf of the Lender Secured Parties, in each case, one or more floating charge demand debentures, debenture pledge agreements and general security agreements, each dated July 27, 2022 (together with all other Security (under and as defined in the Existing Credit Agreement), collectively, the "Security");
AND WHEREAS pursuant to a first amending agreement (the "First Amending Agreement") made as of even date herewith, the Borrower, the Lenders and the Agent have agreed to amend and supplement the Existing Credit Agreement;
AND WHEREAS each of the undersigned has been provided with a true, correct and complete copy of the First Amending Agreement;
AND WHEREAS each of the undersigned wishes to confirm to the Lender Secured Parties that: (a) its respective Guarantee continues to apply to the Guaranteed Obligations and (b) the Security continues to apply to the Lender Secured Obligations (including, for certainty, its obligations arising under its respective Guarantee);
IN CONSIDERATION of the sum of Cdn.$10.00 now paid by the Lender Secured Parties to each of the undersigned and other good and valuable consideration (the receipt and sufficiency of which are hereby conclusively acknowledged), each of the undersigned hereby confirms and agrees that: (a) each of its respective Guarantees and the Security is and shall remain in full force and effect in all respects notwithstanding the amendment of the Existing Credit Agreement pursuant to the First Amending Agreement, (b) each of its respective Guarantees shall continue to exist and apply to all of the Guaranteed Obligations and the Security shall continue to exist and apply to all of the Lender Secured Obligations (in each case, including, without limitation, the Obligations of the Borrower under, pursuant or relating to the Existing Credit Agreement as amended by the First Amending Agreement). This Confirmation of Guarantee and Security is in addition to and shall not limit, derogate from or otherwise affect any provisions of any Guarantee or the Security including, without limitation, Article 2 and Article 3 of each Guarantee.
Capitalized terms used herein without express definition shall have the same meanings herein as are ascribed thereto in the Existing Credit Agreement as amended by the First Amending Agreement, as the context requires.
This Confirmation of Guarantee and Security shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein, without prejudice to or limitation of any other rights or remedies available under the laws of any jurisdiction where property or assets of any of the undersigned may be found. Delivery by fax or other electronic transmission of an executed counterpart of a signature page to this Confirmation shall be effective as delivery of an original executed counterpart of this Confirmation.
DATED as of the date first written above.
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OBSIDIAN ENERGY LTD. OBSIDIAN ENERGY PARTNERSHIP, by its managing partner, OBSIDIAN ENERGY LTD. 1647456 ALBERTA LTD. each of the foregoing by the undersigned |
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By: |
("Signed") |
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