Vermilion Energy Files 6-K with Material Change, Arrangement Agreement

Ticker: VET · Form: 6-K · Filed: 2025-01-02T00:00:00.000Z

Sentiment: neutral

Topics: material-change, arrangement-agreement, 6-k

TL;DR

Vermilion Energy filed a 6-K on Jan 2, 2025, with a Material Change Report and Arrangement Agreement. Keep an eye on this.

AI Summary

Vermilion Energy Inc. filed a Form 6-K on January 2, 2025, reporting a Material Change Report and an Arrangement Agreement. The company, headquartered in Calgary, Alberta, is involved in crude petroleum and natural gas extraction. This filing is for the month of January 2025 and indicates the company will file annual reports under Form 40-F.

Why It Matters

This filing signals significant corporate developments for Vermilion Energy, potentially impacting its structure, operations, or financial standing.

Risk Assessment

Risk Level: medium — The filing of a Material Change Report and Arrangement Agreement suggests significant corporate events that could introduce uncertainty or impact the company's valuation.

Key Numbers

Key Players & Entities

FAQ

What is the nature of the Material Change Report filed by Vermilion Energy?

The filing does not detail the specific contents of the Material Change Report (Exhibit 99.1), only that it was filed.

What is the Arrangement Agreement mentioned in the filing?

The filing lists an Arrangement Agreement as Exhibit 99.2, but does not provide details on its terms or purpose.

When was this Form 6-K filed?

This Form 6-K was filed on January 2, 2025.

Which annual report form does Vermilion Energy indicate it will file?

Vermilion Energy indicates it will file annual reports under cover of Form 40-F.

Who signed this report on behalf of Vermilion Energy?

Lars Glemser, VP and Chief Financial Officer, signed the report on behalf of Vermilion Energy.

From the Filing

0001279569-25-000004.txt : 20250102 0001279569-25-000004.hdr.sgml : 20250102 20250102142355 ACCESSION NUMBER: 0001279569-25-000004 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20250102 FILED AS OF DATE: 20250102 DATE AS OF CHANGE: 20250102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERMILION ENERGY INC. CENTRAL INDEX KEY: 0001293135 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35829 FILM NUMBER: 25501526 BUSINESS ADDRESS: STREET 1: 3500, 520 - 3RD AVENUE S.W. CITY: CALGARY STATE: A0 ZIP: T2P 0R3 BUSINESS PHONE: 403-269-4884 MAIL ADDRESS: STREET 1: 3500, 520 - 3RD AVENUE S.W. CITY: CALGARY STATE: A0 ZIP: T2P 0R3 FORMER COMPANY: FORMER CONFORMED NAME: VERMILION ENERGY TRUST DATE OF NAME CHANGE: 20040607 6-K 1 vermilion6k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Rule 13a-16 or 15d-16 Under the Securities Exchange Act of 1934 For the month of January 2025 Commission File Number: 001-35829 Vermilion Energy Inc. (Exact name of registrant as specified in its charter) 3500, 520 – 3 rd Avenue S.W., Calgary, Alberta T2P 0R3 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☐ Form 40-F ☒ Exhibit Exhibit Description 99.1 Material Change Report 99.2 Arrangement Agreement 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. 	 	 VERMILION ENERGY INC. By: /s/ Lars Glemser Title: Lars Glemser, VP and Chief Financial Officer Date: January 2, 2025 EX-99.1 2 ex991.htm MATERIAL CHANGE REPORT Exhibit 99.1 FORM 51-102F3 MATERIAL CHANGE REPORT 1. Name and Address of Company Vermilion Energy Inc. (“ Vermilion ” or the “ Company ”) 3500, 520 3rd Avenue SW Calgary, Alberta T2P 0R3 2. Date of Material Change December 22, 2024. 3. News Release The news release reporting the material change was disseminated on December 23, 2024, through the services of Newswire and filed on the Company’s SEDAR+ profile at www.sedarplus.ca. 4. Summary of Material Change Vermilion has entered into an arrangement agreement (the “ Arrangement Agreement ”) with Westbrick Energy Ltd. (“ Westbrick ”) and its majority shareholder (the “ Majority Shareholder ”) pursuant to which the Company agreed, subject to the terms and conditions of the Arrangement Agreement, to acquire all of the issued and outstanding shares of the company (“ Westbrick Amalco ”) to be formed upon the amalgamation (the “ Westbrick Amalgamation ”) of Westbrick and a wholly-owned subsidiary of the Majority Shareholder, for total consideration of $1.075 billion, subject to certain adjustments (the “ Transaction ”). 5.1 Full Description of Material Change Effective December 22, 2024, Vermilion entered into the Arrangement Agreement with Westbrick and the Majority Shareholder pursuant to which, among other things: (i) Westbrick will complete the Spinco Conveyance (as defined below); (ii) the Majority Shareholder will complete a return of capital; (iii) the Westbrick Amalgamation will occur; (iii) all shares of Westbrick Amalco (the “ Westbrick Amalco Shares ”), including any shares issuable upon the exercise of outstanding options to purchase Westbrick Amalco Shares (“ Options ”) prior to or in conjunction with Closing (as defined below), will be transferred to Vermilion; and (iv) holders of unexercised Options and certain other share-based awards will receive an

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