International Petroleum Corporation (TSX:IPCO) entered into an arrangement agreement to acquire Granite Oil Corp. (TSX:GXO) from GMT Capital Corp. and others for CAD 37.2 million on January 19, 2020. Under the terms of transaction, International Petroleum Corporation will acquire shares of Granite Oil Corp. at CAD 0.95 each. Under the Arrangement, IPC will also assume approximately CAD 39.8 million in bank debt currently outstanding in relation to the Assets. On completion of the acquisition, almost all of the current production and infrastructure will be 100% owned and operated by International Petroleum Corporation. The consideration for the Granite Shares will be funded from IPC's operating cash flows and existing credit facilities. The assets will be managed by International Petroleum Corporation's existing Canadian management team, with support from the operational teams currently working with the assets. Granite Oil Corp. will pay CAD 1.2 million as termination fee.

The transaction is subject to approval of at least 66 2/3% from shareholders of Granite Oil Corp., customary court, regulatory, stock exchange and governmental approvals and Competition act approval. Closing of the transaction is also subject to the satisfaction of a number of conditions customary for transactions of this nature. The transaction has been unanimously approved by the Board of Granite Oil Corp. and determined to recommend to Granite Oil Corp. shareholders to vote in favor of the transaction. The Board of Directors of Granite Oil Corp. formed a committee of independent directors to make recommendations to the Board in respect of the transaction. As of February 7, 2020, Granite Oil will conduct a shareholder meeting of shareholders on March 5, 2020 to approve the transaction. The transaction is expected to be completed on or about March 5, 2020.

Cormark Securities Inc. and National Bank Financial, Inc. acted as financial advisors to Granite Oil Corp. Daniel Kenney and Catherine Pawluch of DLA Piper acted as legal advisors to Granite Oil Corp. Cormark Securities and National Bank Financial acted as Fairness Opinion providers to Granite Oil. Nicole E. Bacsalmasi of Dentons Canada LLP acted as legal advisor to International Petroleum Corporation. Computershare Trust Company of Canada acted as information agent to Granite Oil Corp.