Obsidian Energy Ltd 40-F/A for FY2021
Obsidian Energy Ltd. (OBE)
40-F/A
2022-02-28
For: 2021-12-31
View Original
Added on
August 22, 2026
About this 40-F/A
Obsidian Energy Ltd filed this 40-F/A on February 28, 2022, covering the fiscal year ended December 31, 2021 (FY2021).
Headline figures
Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- 451.3M CAD
- up 45.7% from 309.7M CAD a year earlier
- Net income
- 414M CAD
- compared with a net loss of 771.7M CAD a year earlier
- Diluted EPS
- 5.34 CAD
- compared with -10.53 CAD a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
(Check One)
Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 |
or
Annual report pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2021
Commission file number 1-32895
(Exact name of registrant as specified in its charter)
1311 |
Not applicable | |||
(Province or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number (if applicable)) |
(I.R.S. Employer Identification Number (if Applicable)) |
th
Avenue SW(403 ) 777-2500
(Address and Telephone Number of Registrant’s Principal Executive Offices)
(206 ) 903-5448
(Name, Address (Including Zip Code) and Telephone Number
(Including Area Code) of Agent For Service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
Annual Information Form |
Audited Annual Financial Statements |
Indicate the
Indicate by
check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.
Indicate by
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Indicate by
12b-2
of the Exchange Act. Emerging
growth company ☐
If an
e
merging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Yes ☒ No ☐
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) amends the Annual Report on Form 40-F of Obsidian Energy Ltd. (the “Company”) originally filed with the Securities and Exchange Commission (“SEC”) on February 24, 2022 (the “Original Annual Report”) in order to file amended audited consolidated financial statements of the Company for the year ended December 31, 2021 for the purpose of changing the signature on the former auditors’ opinion of the document from “signed E&Y LLP” to “signed Ernst & Young LLP”.
Additionally, pursuant to the rules of the SEC, this Amendment also contains (i) new certifications required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) new certifications required by Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act, and (iii) new consents from the Company’s current and former independent registered public accounting firms.
Other than as discussed above and expressly set forth herein, this Amendment does not, and does not purport to, amend or restate any other information contained in the Original Annual Report nor does this Amendment reflect any events that have occurred after the Original Annual Report was filed. Accordingly, this Amendment should be read in conjunction with the Original Annual Report.
FORM
40-F
Principal Documents
The following documents, filed as Exhibits 99.1, 99.2, 99.3 and 99.4 to this Annual Report on Form
40-F,
are hereby incorporated by reference into this Annual Report on Form 40-F:
(a) |
Annual Information Form for the fiscal year ended December 31, 2021; |
(b) |
Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2021; |
(c) |
Audited Consolidated Financial Statements for the fiscal year ended December 31, 2021, prepared under International Financial Reporting Standards as issued by the International Accounting Standards Board; and |
(d) |
Supplemental Oil and Gas information. |
ADDITIONAL DISCLOSURE
Certifications and Disclosure Regarding Controls and Procedures.
(a) |
Certifications . See Exhibits 99.5, 99.6, 99.7 and 99.8 to this Annual Report on Form 40-F. |
(b) |
Disclosure Controls and Procedures . As of the end of Obsidian Energy Ltd.’s (“Obsidian Energy”) fiscal year ended December 31, 2021, an evaluation of the effectiveness of Obsidian Energy’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) was carried out by the management of Obsidian Energy, with the participation of the Interim President and Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) of Obsidian Energy. Based upon that evaluation, the CEO and CFO have concluded that as of the end of that fiscal year, Obsidian Energy’s disclosure controls and procedures were effective to ensure that information required to be disclosed by Obsidian Energy in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (the “Commission”) rules and forms and (ii) accumulated and communicated to the management of Obsidian Energy, including the CEO and CFO, to allow timely decisions regarding required disclosure. |
It should be noted that while the CEO and CFO believe that Obsidian Energy’s disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that Obsidian Energy’s disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
(c) |
Management’s Annual Report on Internal Control Over Financial Reporting . |
Management is responsible for establishing and maintaining adequate internal control over Obsidian Energy’s financial reporting. Obsidian Energy’s internal control system was designed to provide reasonable assurance that all transactions are accurately recorded, that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that Obsidian Energy’s assets are safeguarded.
Management has assessed the effectiveness of Obsidian Energy’s internal control over financial reporting as at December 31, 2021. In making its assessment, management used the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework in Internal Control – Integrated Framework (2013) to evaluate the effectiveness of Obsidian Energy’s internal control over financial reporting. Based on this assessment, management has concluded that Obsidian Energy’s internal control over financial reporting was effective as of December 31, 2021.
(d) |
Attestation Report of the Registered Public Accounting Firm . The required disclosure is included in the Report of Independent Registered Public Accounting Firm on Obsidian Energy’s internal control over financial reporting that accompanies Obsidian Energy’s Audited Consolidated Financial Statements for the fiscal year ended December 31, 2021, filed as Exhibit 99.3 to this Annual Report on Form 40-F. |
(e) |
Changes in Internal Control Over Financial Reporting (“ICFR”) . The required disclosure is included under the heading “Changes in Internal Control Over Financial Reporting” in the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2021, filed as Exhibit 99.2 to this Annual Report on Form 40-F. |
Notices Pursuant to Regulation BTR.
None.
Audit Committee Financial Expert.
Obsidian Energy’s board of directors has determined that Raymond Crossley, a member of Obsidian Energy’s audit committee, qualifies as an “audit committee financial expert” (as such term is defined in Form
40-F).
Mr. Crossley is “independent” as that term is defined in the rules of the NYSE American stock exchange. Code of Business Conduct
Obsidian Energy has adopted a Code of Business Conduct and Ethics that applies to all employees, officers and directors of Obsidian Energy. This Code constitutes a “code of ethics” as defined in Form
40-F
and is referred to in this Annual Report on Form 40-F
as the “Code of Ethics”. The Code of Ethics is available for viewing on Obsidian Energy’s website at
www.obsidianenergy.com
, is available in print to any shareholder who requests a copy, and is filed as an exhibit to this Annual Report on Form 40-F.
Requests for copies of the Code of Ethics should be made by contacting: investor relations by phone at (888) 770-2633
or by e-mail
to investor_relations@obsidianenergy.com
. During the year ended December 31, 2021, there have not been any amendments to, or waivers, including implicit waivers, from, any provision of the Code of Ethics.
If any amendment to the Code of Ethics is made, or if any waiver from the provisions thereof is granted, Obsidian Energy may elect to disclose the information about such amendment or waiver required by Form
40-F
to be disclosed, by posting such disclosure on Obsidian Energy’s website, which may be accessed at www.obsidianenergy.com
. Principal Accountant Fees and Services.
Our independent registered public accounting firm is KPMG LLP , Calgary AB , Auditor Firm ID 85 .
The required disclosure is included under the heading “External Auditor Service Fees” in Obsidian Energy’s Annual Information Form for the fiscal year ended December 31, 2021, filed as Exhibit 99.1 hereto.
Pre-Approval
Policies and Procedures. (a) |
The terms of the engagement of Obsidian Energy’s external auditors to provide audit services, including the budgeted fees for such audit services and the representations and disclaimers relating thereto, must be pre-approved by the entire audit committee. |
With respect to any engagements of Obsidian Energy’s external auditors for
non-audit
services, Obsidian Energy must obtain the approval of the audit committee prior to retaining the external auditors to complete such engagement. However, the audit committee may delegate to one or more audit committee members (the “Delegate”) authority to pre-approve
non-audit
services, subject to the fee restriction below. If such delegation occurs, the pre-approval
of non-audit
services by the Delegate, must be presented to the audit committee at its first scheduled meeting following such pre-approval
and the member(s) comply with such other procedures as may be established by the audit committee from time to time. The fees for such non-audit
services shall not exceed $50,000, either individually or in the aggregate, for a particular financial year without the approval of the audit committee. (b) |
Of the fees reported in this Annual Report on Form 40-F under the heading “Principal Accountant Fees and Services”, none of the fees billed by KPMG LLP or Ernst & Young LLP were approved by Obsidian Energy’s audit committee pursuant to the de minimus 2-01 of Regulation S-X. |
Off-Balance
Sheet Arrangements. Obsidian Energy has
off-balance-sheet
financing arrangements consisting of operating leases. The operating lease payments are summarized below in the Tabular Disclosure of Contractual Obligations. Cash Requirements
The required disclosure is included under the headings “Liquidity and Capital Resources” and “Contractual Obligations and Commitments” in the Company’s Management’s Discussion and Analysis for the year ended December 31, 2021, filed as Exhibit 99.2 to this Annual Report on Form 40-F.
Identification of the Audit Committee.
Obsidian Energy has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the audit committee are: Raymond Crossley, John Brydson and Gordon Ritchie.
Mine Safety Disclosure.
Not applicable.
NYSE American Statement of Governance Differences
As a Canadian corporation listed on the NYSE American stock exchange, Obsidian Energy is not required to comply with most of the NYSE American corporate governance standards, so long as it complies with Canadian corporate governance practices. In order to claim such an exemption, however, Obsidian Energy must disclose the significant difference between its corporate governance practices and those required to be followed by U.S. domestic companies under the NYSE American’s corporate governance standards. Obsidian Energy has included a description of such significant differences in corporate governance practices on its website which may be accessed at
www.obsidianenergy.com
. UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. |
Undertaking. |
Obsidian Energy undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form
40-F;
the securities in relation to which the obligation to file an annual report on Form 40-F
arises; or transactions in said securities. B. |
Consent to Service of Process. |
Obsidian Energy has previously filed a Form
F-X
in connection with the class of securities in relation to which the obligation to file this report arises. Any change to the name or address of the agent for service of process of Obsidian Energy shall be communicated promptly to the Commission by an amendment to the Form
F-X
referencing the file number of Obsidian Energy. SIGNATURES
Pursuant to the requirements of the Exchange Act, Obsidian Energy Ltd. certifies that it meets all of the requirements for filing on Form
40-F
and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 28, 2022. Obsidian Energy Ltd. | ||
By: |
/s/ Stephen E. Loukas | |
Name: |
Stephen E. Loukas | |
Title: |
Interim President and Chief Executive Officer | |
EXHIBIT INDEX
Exhibit |
Description | |
99.1* |
||
99.2* |
||
99.3 |
||
99.4* |
||
99.5 |
||
99.6 |
||
99.7 |
||
99.8 |
||
99.9 |
||
99.10 |
||
99.11* |
||
* |
Previously filed |