Manulife Financial in the sale of its subsidiary NAL Resources Limited to Whitecap Resources Inc.

On January 4, 2021 Whitecap Resources Inc., completed the previously announced strategic combination with NAL Resources Limited in an all-stock deal valued at approximately $155 million. Whitecap entered into an agreement to acquire NAL from The Manufacturers Life Insurance Company, a privately held wholly owned subsidiary of Manulife Financial Corporation. Whitecap issued to Manulife 58.3 million Whitecap common shares in exchange for all the issued and outstanding NAL shares. Post acquisition, Manulife will own approximately 12.5% of the combined entity. Manulife has entered into a lock-up agreement for periods of 12, 15, and 18 months from the closing date of the transaction; one-third to be released from the lock-up after each period. Whitecap has also granted Manulife participation rights in future equity issuances and at closing, the parties will also enter into an investor rights agreement and a registrations rights agreement which will provide Manulife with certain board observer rights, continued pro rata participation rights in future equity issuances and future registration rights.

Whitecap Resources Inc. acquires and develops petroleum and natural gas properties in Canada.

NAL Resources Limited owned and operated oil and gas production units. The company was based in Calgary, Canada and operated as a subsidiary of The Manufacturers Life Insurance Company.

The Manufacturers Life Insurance Company operates as a life insurance company in Canada, the United States, Asia, and internationally.

Osler, Hoskin & Harcourt LLP advised The Manufacturers Life Insurance Company with a team consisting of Janice Buckingham, Storme Mckop, Aqeel Virk (Energy – Oil & Gas), Andrea Whyte, Justin Sherman, Lindsay Hofer (Corporate) and Kaeleigh Kuzma (Competition).