Canadian Natural Resources Warns Investors: TRC Capital's Mini-Tender Offer Below Market Value

Canadian Natural Resources Limited (CNQ) has issued a cautionary statement to its shareholders regarding an unsolicited "mini-tender" offer made by TRC Capital Investment Corporation (TRC Capital). The offer, which seeks to purchase up to 2,500,000 shares of CNQ's common stock at a price of C$43.25 per share, represents a discount of 4.44% to the closing price on January 14, 2025, and a 4.71% discount to the closing price on January 22, 2025.

CNQ has explicitly stated that it does not recommend or endorse TRC Capital's unsolicited offer and has no association with the company or its offer. The company has warned shareholders that the offer price is below the current market price for CNQ's shares and that the offer is subject to numerous conditions and is not funded. This means that the completion of the offer is contingent upon TRC Capital receiving all necessary financing to fund its financial obligations arising from the offer.

TRC Capital has a history of making similar unsolicited mini-tender offers for shares of other public companies. Mini-tender offers are designed to avoid many of the investor protections like disclosure and procedural protections applicable to most take-over bids and tender offers under Canadian securities laws. Both the Canadian Securities Administrators (CSA) and the United States Securities and Exchange Commission (SEC) have expressed serious concerns about mini-tender offers, including the possibility that investors might tender to such offers without understanding the offer price relative to the actual market price of their securities.

CNQ urges shareholders to obtain current market quotations for their shares, consult with their brokers or financial advisors, and exercise caution with respect to TRC Capital's offer. The company recommends that shareholders who have not responded to TRC Capital's mini-tender offer take no action. Shareholders who have already tendered their shares should consider taking actions to withdraw them, including reviewing the withdrawal procedures in TRC Capital's offering documents. According to TRC Capital's offer documents, Canadian Natural shareholders who have already tendered their shares can withdraw their shares at any time before 11:59 p.m. (EST) on February 13, 2025, by following the procedures set forth in TRC Capital's offer documents.

Canadian Natural requests that TRC Capital include a copy of this news release with all distributions of materials relating to TRC Capital's mini-tender offer related to Canadian Natural shares.



In conclusion, Canadian Natural Resources Limited has issued a warning to its shareholders regarding TRC Capital's below-market mini-tender offer. Investors should exercise caution, consult with their financial advisors, and consider the risks and benefits before making any decisions regarding the offer. The company urges shareholders to obtain current market quotations for their shares and to review the terms and conditions of the offer before taking any action.