M&A - WHITECAP RESOURCES INC.

Form Type: 15F-12G

Filing Date: 2025-05-22

Corporate Action: Acquisition

Type: New

Accession Number: 000095014225001452

Filing Summary: Whitecap Resources Inc. is filing this Form 15F to terminate its registration and reporting obligations under the U.S. Securities Exchange Act of 1934, based on its recent acquisition of Veren Inc. This acquisition was finalized on May 12, 2025, where Whitecap acquired all outstanding common shares of Veren, with shareholders exchanging their Veren shares for 1.05 Whitecap shares each. This arrangement was conducted under a court-approved plan and is supported by relevant regulatory provisions. Whitecap has been listed on the Toronto Stock Exchange and reports no recent trading activity in the U.S. market. The filing indicates compliance with the conditions needed to terminate its reporting obligations, following the official notice published on May 22, 2025, outlining its intent to cease such obligations as successor issuer to Veren. Whitecap has maintained the listing and compliance history necessary to support this action.

Form Type: 8-K12G3

Filing Date: 2025-05-12

Corporate Action: Acquisition

Type: New

Accession Number: 000095014225001323

Filing Summary: On May 12, 2025, Whitecap Resources Inc. completed the acquisition of all issued and outstanding common shares of Veren Inc. This transaction was executed under a business combination agreement dated March 9, 2025, following a court-approved plan of arrangement as per the Business Corporations Act of Alberta. Shareholders of Veren exchanged their shares for Whitecap shares at a ratio of 1.05 Whitecap Shares for each Veren Share. The shares exchanged were exempt from registration under the U.S. Securities Act of 1933, and following this arrangement, Whitecap became the successor issuer to Veren. Prior to this arrangement, Veren Shares were listed on the NYSE under the symbol 'VRN', while Whitecap Shares were not registered but became registered under the Exchange Act following the completion of the acquisition. Consequently, Veren intends to file a Form 25 with the SEC to remove Veren Shares from listing on the NYSE, and Whitecap plans to file a Form 15F to terminate the registration of Whitecap Shares under Section 12(g) of the Exchange Act.