Vermilion Energy Inc 6-K, filed Mar 7, 2025
Vermilion Energy Inc. (VET)
About this 6-K
Vermilion Energy Inc filed this 6-K on March 7, 2025.
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 March 2025
Commission File Number: 001-35829
Vermilion Energy Inc.
(Exact name of registrant as specified in its charter)
3500, 520 – 3rd 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 | Description | |
|---|---|---|
| 99.1 | Material Change Report dated February 26, 2025 |
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: March 7, 2025
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 |
February 26, 2025.
| 3. | News Release |
The news release reporting the material change was disseminated on February 26, 2025, through the services of Newswire and filed on the Company’s SEDAR+ profile at www.sedarplus.ca.
| 4. | Summary of Material Change |
Effective February 26, 2025, Vermilion completed its previously announced acquisition of all of the issued and outstanding shares of the company (“Westbrick Amalco”) formed upon the amalgamation (the “Westbrick Amalgamation”) of Westbrick Energy Ltd. ("Westbrick”) and a wholly-owned subsidiary of its majority shareholder (the “Majority Shareholder”), by way of a court-approved plan of arrangement (the "Plan of Arrangement") under the Business Corporations Act (Alberta) (the “ABCA”)(the "Arrangement").
Pursuant to the Plan of Arrangement, Vermilion and Westbrick Amalco subsequently completed a short-form vertical amalgamation (the "Amalgamation"), with the resulting amalgamated entity continuing under the name Vermilion Energy Inc. and remaining listed on the Toronto Stock Exchange ("TSX") as TSX: VET and the New York Stock Exchange (“NYSE”) as NYSE: VET.
5.1 Full Description of Material Change
Effective February 26, 2025, Vermilion completed the Arrangement and the Amalgamation in accordance with the Plan of Arrangement and the arrangement agreement dated December 22, 2024 among Vermilion, Westbrick and the Major Shareholder.
Pursuant to the Arrangement, holders of shares of Westbrick Amalco (the “Westbrick Amalco Shares”), including any shares issuable upon the exercise of outstanding options to purchase Westbrick Amalco Shares prior to or in conjunction with closing of the of the Arrangement received an aggregate $975,169,332.97 in cash and 1,104,357 million common shares in the capital of the Company (at a value of $14,169,994 million). The cash portion of the purchase price was funded through cash on hand, Vermilion’s new $450 million term loan and Vermilion's undrawn revolving credit facility.
The resulting amalgamated entity will continue under the name Vermilion Energy Inc., will remain headquartered in Calgary, Alberta and remain listed on the TSX (TSX: VET) and the NYSE (NYSE: VET).
In connection with the Arrangement, Vermilion secured commitments from its lenders to augment the size of its previously announced fully underwritten term loan from $250 million to $450 million, with a maturity date in May 2028.
| - 2 - |
5.2 Disclosure for Restructuring Transactions
Not applicable.
| 6. | Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
| 7. | Omitted Information |
No information has been omitted on the basis that it is confidential information.
| 8. | Executive Officer |
For inquiries regarding the material change and this report, please contact:
Kyle Preston
Vice President, Investor Relations
(403) 269-4884 | 1-866-895-8101
| 9. | Date of Report |
February 26, 2025.