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Argenta Silver Corp. — Capital/Financing Update 2026
Jan 28, 2026
44540_rns_2026-01-28_4e3925af-bbd6-40e6-920b-7f42fa3a30cd.pdf
Capital/Financing Update
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This pricing supplement, together with the prospectus to which it relates, as amended or supplemented, and each document deemed to be incorporated by reference into the prospectus, as amended or supplemented, constitutes a public offering of these securities only in the jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. The offering of Notes (as defined herein) under this pricing supplement is directed only to residents of Canada and Notes may only be offered outside of Canada by the Dealers (as defined herein) with the consent of Pembina (as defined herein). The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This pricing supplement does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes in the United States.
PEMBINA PIPELINE CORPORATION

Pricing Supplement No.: 1 Date: December 8, 2021
(To a short form base shelf prospectus of Pembina Pipeline Corporation ("Pembina" or the "Corporation") dated November 29, 2021 qualifying the distribution of medium term notes (the "Prospectus"))
MEDIUM TERM NOTES – SERIES 17 (unsecured)
Terms of Issue
Designation: 3.53% Medium Term Notes, Series 17 (the "Notes")
CUSIP/ISIN: 70632ZAS0 / CA 70632ZAS08
Principal Amount: \$500 million
Commission Rate: 0.400%
Issue Price: \$999.83 per \$1,000 principal amount of Notes.
Net Proceeds (after commission): \$497,915,000
Currency: Canadian dollars Trade Date: December 8, 2021 Settlement Date: December 10, 2021 Maturity Date: December 10, 2031
Yield to Maturity: 3.532%
Place of Delivery: Calgary, Alberta Coupon Rate: 3.53% per annum
Coupon Dates: Semi-annually in arrears on June 10 and December 10 in each year.
Initial Coupon Payment Date: June 10, 2022
Initial Coupon Payment: \$17.65 per \$1,000 principal amount of Notes.
Redemption Provisions: Pembina may redeem the Notes, either in whole at any time, or in
part from time to time, upon not less than 10 and not more than 60 days prior notice, and upon such conditions as may be specified in the applicable notice of redemption, (a) at any time prior to September 10, 2031 at a price equal to the greater of (i) par and (ii) the Canada Yield Price (as defined herein), and (b) at any time on
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or after September 10, 2031 (three month par call) at a price equal to par, plus, in either case, accrued but unpaid interest, if any, to but excluding the date of redemption.
Form of Notes: Global Note registered in the name of "CDS & Co."
Trustee: Computershare Trust Company of Canada
Dealers: CIBC World Markets Inc. National Bank Financial Inc.
Scotia Capital Inc.
RBC Dominion Securities Inc.
TD Securities Inc. BMO Nesbitt Burns Inc. ATB Capital Markets Inc.
J.P. Morgan Securities Canada Inc. MUFG Securities (Canada), Ltd.
Peters & Co. Limited (collectively, the "Dealers")
Method of Distribution: Agency
Aggregate Principal Amount of Medium Term Notes Outstanding under the Indenture (as defined herein) (including those described in this Pricing Supplement No. 1 and the Series 18 Notes (as defined herein) described in Pricing Supplement No. 2):
\$9,650 million
Use of Proceeds: The Corporation intends to use the net proceeds from the issuance of the Notes pursuant to this Pricing Supplement No. 1, along with the net proceeds from the issuance of the Series 18 Notes pursuant to Pricing Supplement No. 2, to repay indebtedness of the Corporation under its unsecured \$2,500 million revolving credit facility due June 1, 2026 (the "Revolving Credit Facility") and for general corporate purposes.
The current indebtedness of the Corporation under the Revolving Credit Facility was incurred in connection with the repayment of the \$250 million aggregate principal amount of 4.89% Medium Term Notes, Series 1 of the Corporation (the "Series 1 MTNs") at maturity on March 29, 2021, the repayment of the \$350 million aggregate principal amount of 3.43% Medium Term Notes, Series 5A of the Corporation (the "Series 5A MTNs") at maturity on November 10, 2021 and in the normal course of business.
The above-noted use of the net proceeds by the Corporation is consistent with the Corporation's stated business objectives of providing reliable returns to investors through monthly dividends while enhancing long-term value for its Shareholders (as defined herein). There is no particular significant event or milestone that must occur for Pembina's business objectives to be accomplished.
Earnings Coverage Ratios: The Corporation's earnings coverage ratios for the twelve month periods ended December 31, 2020 and September 30, 2021 (as adjusted) are less than one-to-one. See "Earnings Coverage Ratios".
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Capitalized Terms: Capitalized terms used in this Pricing Supplement No. 1 and not defined herein have the meaning given to such terms in Pembina's note indenture dated March 29, 2011, as amended and supplemented from time to time (the "Indenture"), pursuant to which the Notes will be issued.
DOCUMENTS INCORPORATED BY REFERENCE
The Prospectus, into which this Pricing Supplement No. 1 is deemed to be incorporated by reference, also incorporates by reference therein:
- (a) the restated annual information form of Pembina dated February 25, 2021 for the year ended December 31, 2020, which was filed on SEDAR (as defined below) on November 18, 2021;
- (b) the restated audited annual consolidated financial statements of Pembina as at and for the years ended December 31, 2020 and December 31, 2019, together with the notes thereto and the auditors' reports thereon, which were filed on SEDAR on November 18, 2021;
- (c) the restated management's discussion and analysis of the financial and operating results of Pembina dated February 25, 2021 for the year ended December 31, 2020, which was filed on SEDAR on November 18, 2021 (the "Annual MD&A");
- (d) the management information circular of Pembina dated March 19, 2021 relating to the annual meeting of holders (the "Shareholders") of common shares in the capital of Pembina held on May 7, 2021;
- (e) the unaudited interim condensed consolidated financial statements of Pembina as at and for the three and nine months ended September 30, 2021;
- (f) the management's discussion and analysis of the financial and operating results of Pembina for the three and nine months ended September 30, 2021 (the "Interim MD&A");
- (g) the material change report of Pembina dated June 4, 2021;
- (h) the material change report of Pembina dated November 26, 2021;
- (i) the template indicative term sheet (the "Indicative Term Sheet") prepared for potential investors in connection with the offering of the Notes and filed on December 8, 2021; and
- (j) the template final term sheet (the "Final Term Sheet") prepared for potential investors in connection with the offering of the Notes and filed on December 8, 2021.
The Indicative Term Sheet is not a part of this Pricing Supplement No. 1 to the extent that the contents of the Indicative Term Sheet have been modified or superseded by a statement contained in this Pricing Supplement No. 1. In addition, any statement contained in the Indicative Term Sheet is modified or superseded to the extent that a statement contained in the Final Term Sheet modifies or supersedes such prior statement.
The Indicative Term Sheet did not include a number of terms of the offering of the Notes. The terms of the offering of the Notes have been confirmed to reflect an aggregate principal amount of \$500 million, an interest rate of 3.53% per annum, a yield to maturity (or "issue yield" as referred to in the Final Term Sheet) of 3.532%, an issue price of \$999.83 per \$1,000 principal amount of Notes and the additional percentage amount added to the Government of Canada Yield, all as reflected in this Pricing Supplement No. 1.
DEFINITIONS
"Canada Yield Price" means, in effect, a price equal to the price of the Notes calculated in accordance with generally accepted financial practice in Canada to provide a yield to the remaining term to September 10, 2031 equal to the Government of Canada Yield plus 0.475% per annum for the Notes.
"Government of Canada Yield" means, on any date, in effect, the yield to maturity on such date compounded semiannually which a non-callable Government of Canada bond would carry if issued, in Canadian dollars in Canada, at 100% of its principal amount on such date with a term to maturity equal to the remaining term to September 10, 2031.
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The Government of Canada Yield will be the average of the yields determined by two major Canadian investment dealers selected by Pembina.
RECENT DEVELOPMENTS
Concurrent Note Offering
Concurrently with the offering of the Notes pursuant to this Pricing Supplement No. 1, the Corporation has also agreed to issue \$500 million aggregate principal amount of Medium Term Notes, Series 18 due December 10, 2051 (the "Series 18 Notes"). The Series 18 Notes carry a fixed coupon of 4.49% per annum and are being issued pursuant to Pricing Supplement No. 2 to the Prospectus. The closing of the offering of the Series 18 Notes is anticipated to occur concurrently with the closing of the offering of the Notes offered pursuant to this Pricing Supplement No. 1.
CONSOLIDATED CAPITALIZATION
Other than the repayment by the Corporation of the \$350 million aggregate principal amount of Series 5A MTNs at maturity on November 10, 2021 and in respect of the issuance of the Notes and the Series 18 Notes and the use of the net proceeds therefrom as described under "Use of Proceeds" above, there have been no material changes in the share and loan capital of Pembina, on a consolidated basis, since September 30, 2021.
EARNINGS COVERAGE RATIOS
The following consolidated earnings coverage ratios of the Corporation have been prepared and included in this Pricing Supplement No. 1 in accordance with the disclosure requirements under Canadian securities legislation and have been calculated for the twelve month period ended December 31, 2020, based on audited financial information, and for the twelve month period ended September 30, 2021, based on unaudited financial information. The earnings coverage ratios set out below do not purport to be indicative of earnings coverage ratios for any future periods.
The Corporation's earnings coverage ratio for the twelve month period ended December 31, 2020 has been adjusted to give effect to: (a) the issuance by the Corporation of \$600 million aggregate principal amount of 4.80% fixed-tofixed rate subordinated notes, Series 1 due January 25, 2081 of the Corporation (the "Series 1 Subordinated Notes") and 600,000 cumulative redeemable fixed-to-fixed rate Class A Preferred Shares, Series 2021-A of the Corporation (the "Series 2021-A Class A Preferred Shares") on January 25, 2021 and the use of proceeds therefrom, as if such Series 1 Subordinated Notes and Series 2021-A Class A Preferred Shares were issued and the proceeds therefrom used as at January 1, 2020; (b) the redemption by the Corporation of all of the 6,800,000 issued and outstanding cumulative redeemable minimum rate reset Class A Preferred Shares, Series 11 of the Corporation and all of the 10,000,000 issued and outstanding cumulative redeemable minimum rate reset Class A Preferred Shares, Series 13 of the Corporation on March 1, 2021 and June 1, 2021, respectively, as if such redemptions had occurred as at January 1, 2020; and (c) the repayment by the Corporation of the \$250 million aggregate principal amount of Series 1 MTNs at maturity on March 29, 2021, as if such repayment had occurred as at January 1, 2020. In addition, the Corporation's earnings coverage ratios for the twelve month periods ended December 31, 2020 and September 30, 2021 have been adjusted to give effect to (a) the repayment by the Corporation of the \$350 million aggregate principal amount of Series 5A MTNs at maturity on November 10, 2021, as if such repayment had occurred as at January 1, 2020, for the twelve month period ended December 31, 2020, and as at October 1, 2020, for the twelve month period ended September 30, 2021; and (b) the issuance of the Notes and the Series 18 Notes and the use of the net proceeds therefrom as described under "Use of Proceeds" above, as if the Notes and the Series 18 Notes were issued and the net proceeds therefrom were used as at January 1, 2020, for the twelve month period ended December 31, 2020, and as at October 1, 2020, for the twelve month period ended September 30, 2021.
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Twelve Month Period Ended December 31, 2020
Twelve Month Period Ended September 30, 2021
Earnings coverage ratio(1)(2)
- 0.5x
Notes:
- (1) Earnings coverage is equal to profit or loss attributable to the Shareholders before borrowing costs and income taxes divided by borrowing costs (including capitalized costs) and dividend obligations on the Class A Preferred Shares.
- (2) Pembina's earnings coverage ratios for the twelve month periods ended December 31, 2020 and September 30, 2021 (adjusted as described above) are less than one-to-one due to non-cash impairments and Pembina would have required additional profit attributable to the Shareholders before borrowing costs and income taxes of \$597 million and \$253 million, respectively, in order to achieve an earnings coverage ratio of one-to-one for such periods.
Pembina's dividend requirements on all of its Class A Preferred Shares, adjusted to a before-tax equivalent, amounted to \$102 million for the twelve month period ended December 31, 2020, using an effective income tax rate of (24)%, and \$91 million for the twelve month period ended September 30, 2021, using an effective income tax rate of (53)%. The Corporation's adjusted interest expense requirements amounted to approximately \$480 million for the twelve month period ended December 31, 2020 and approximately \$469 million for the twelve month period ended September 30, 2021 (adjusted as described above for the twelve month periods ended December 31, 2020 and September 30, 2021). Pembina's profit or loss attributable to the Shareholders before adjusted interest expense and income tax for the twelve month period ended December 31, 2020 was \$(15) million and for the twelve month period ended September 30, 2021 was \$307 million, which are nil times and 0.5 times Pembina's aggregate dividend and interest expense requirements (adjusted as described above for the twelve month periods ended December 31, 2020 and September 30, 2021) for such periods, respectively.
RELATIONSHIP AMONG THE CORPORATION AND THE DEALERS
The Dealers, other than ATB Capital Markets Inc. and Peters & Co. Limited, are, directly or indirectly, subsidiaries or affiliates of Canadian chartered banks that are lenders to Pembina or its subsidiaries. ATB Capital Markets Inc. is a majority-owned subsidiary of ATB Financial, a provincially regulated financial institution that is also a lender to Pembina or its subsidiaries. Accordingly, pursuant to applicable Canadian securities legislation, Pembina may be considered a "connected issuer" of each of the Dealers, other than Peters & Co. Limited. See "Relationship Among the Corporation and the Dealers" in the Prospectus.
CREDIT RATINGS
The Notes have been granted a preliminary rating of "BBB" by S&P Global Ratings and a preliminary rating of "BBB" (high) by DBRS Morningstar. See "Credit Ratings" in the Prospectus.
FORWARD-LOOKING STATEMENTS
This Pricing Supplement No. 1 includes "forward-looking information" within the meaning of applicable Canadian securities laws and, in particular, contains forward-looking information respecting the Corporation's intended use of the net proceeds from the issuance of the Notes and the intended use of the net proceeds from the issuance of the Series 18 Notes. Actual results may differ materially from the results expressed or implied by forward-looking information and all of the forward-looking information included herein is based on a number of material factors and assumptions and is subject to a number of material risks and uncertainties, in each case, as outlined under the heading "Forward-Looking Statements" in the Prospectus and under the heading "Forward-Looking Statements & Information" in the Annual MD&A and the Interim MD&A. Readers are urged to consult such advisories for important information respecting Pembina's forward-looking information. Unless required by law, Pembina does not undertake any obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
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CERTIFICATE OF AN ADDITIONAL DEALER
Dated: December 8, 2021
To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, will, as of the date of the last supplement to the prospectus relating to the securities offered by the prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and the supplement(s) as required by the securities legislation of each of the provinces of Canada.
PETERS & CO. LIMITED
By: (signed) "Cameron Plewes" President