Improved Offer from Waterous Energy Fund Supported by the Independent Board Members and Executive Team

CALGARY, AB, Feb. 18, 2021 /CNW/ - Osum Oil Sands Corp. ("Osum" or the "Company") wishes to update shareholders on matters related to the bid for the Company launched by Waterous Energy Fund ("Waterous" or "WEF") on November 2, 2020. As announced earlier today, WEF is now offering to buy up to 57,000,000 Osum common shares ("Osum Shares") at an offer price of $3.00 per share (the "Improved Offer"), an increase from its original offer for up to 52,500,000 Osum Shares at $2.40 in cash per share. The improved offer price represents a 25% increase to the original offer price.  In conjunction with this development, all of the independent board members and members of the Osum executive team have entered into support agreements committing to tender their shares to the Improved Offer. The Improved Offer is subject to a minimum tender condition that more than 50% of the outstanding Osum Shares (excluding shares already owned by Waterous and its affiliates) have been deposited under the Improved Offer and not withdrawn. With the added support, Osum understands that Waterous now has commitments from shareholders to tender a total of approximately 44% of those remaining shares.

"Waterous seeks to invest in established businesses with scale, strong management and top quartile assets – and that is certainly Osum," said William Friley, Chairman of the Company's Board of Directors. "Since WEF's announcement of its bid in early November, it has been our goal to ensure that shareholders are provided with the opportunity for liquidity at a price that is more reflective of Osum's value. I, along with the other independent members of the board, together with the members of the senior management team, are pleased that Waterous has taken this step and are supportive of the revised offer."

Improved Offer Details

• The expiry time for the Improved Offer has been extended and will now expire at 5:00 p.m. (Calgary time) on March 1, 2021, unless withdrawn or further extended.
• A notice of variation and change providing revised information for the Improved Offer will be filed with the Canadian securities regulatory authorities and mailed to Osum securityholders.
• Shareholders can tender their shares to the Improved Offer by contacting their broker or Waterous' Depositary and Information Agent, Kingsdale Advisors by telephone toll-free in North America at 1-866-581-0506 and outside of North America at 1-416-867-2272 or by email at contactus@kingsdaleadvisors.com.
• Osum shareholders who have already tendered their shares to the original offer do not need to do anything further to receive the increased consideration being offered for the shares under the Improved Offer.

Cautionary Information and Forward-Looking Statements

Certain information included in this press release, including, without limitation, statements with respect to the Improved Offer, constitute 'forward-looking statements' within the meaning of applicable Canadian securities laws. Forward-looking statements are necessarily based upon a number of estimates, assumptions, expectations and projections that, while considered reasonable by Osum, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Generally, forward-looking information can be identified by use of words such as "outlook", "objective", "may", "could", "would", "will", "expect", "intend", "estimate", "forecasts", "project", "seek", "anticipate", "believes", "should", "plans", "promise" "optimistic" or "continue", and other similar terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual financial results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance.  Except as required by law, Osum disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise. Readers are cautioned not to put undue reliance on these forward-looking statements. Historical statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. In particular, historical results should not be taken as a representation that such trends will be replicated in the future.

Advisors

Osum has retained TD Securities and RBC Capital Markets as its financial advisors, and McCarthy Tétrault LLP as legal counsel to Osum and the Osum Board and Norton Rose Fulbright Canada LLP as legal counsel to the Special Committee.

About Osum

Established in Alberta in 2005, Osum Oil Sands Corp. is a private oil sands producer focused on the responsible application of in situ recovery technologies within Canada's oil sands and carbonates. Additional information on the Company is available at osumcorp.com.

SOURCE Osum Oil Sands Corp.