Cequence Energy announces $50.1 million bought deal financing
CALGARY, July 28, 2011 /CNW/ --
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LAW./
CALGARY, July 28, 2011 /CNW/ - Cequence Energy Ltd. ('Cequence' or the
'Company') (TSX: 'CQE') is pleased to announce that it has entered into an agreement with a syndicate of
underwriters led by Peters & Co. Limited, pursuant to which Cequence
has agreed to issue an aggregate of 10,400,000 common shares ('Common
Shares') at a price of $3.85 per Common Share and 2,110,000
flow-through common shares to be issued on a 'CEE flow-through' basis
pursuant to the Income Tax Act (Canada) (the 'Flow-Through Shares') at a price of $4.75 per
Flow-Through Share, for total gross proceeds of approximately $50.1
million. In addition, Cequence has granted the underwriters a 15%
over-allotment option to purchase additional Common Shares for
additional gross proceeds of approximately $6 million if the
over-allotment option is exercised in full.
The Common Shares and Flow-Through Shares will be offered in all
provinces of Canada (other than Quebec) by way of short form
prospectus, and the Common Shares may be offered in the U.S. on a
private placement basis pursuant to exemptions from registration
requirements. The closing of the Offering is expected to occur on
August 18, 2011, and is subject to certain conditions, including, but
not limited to, the receipt of all necessary regulatory approvals,
including the approval of the TSX.
The Company intends to use the proceeds from the offering to initially
reduce indebtedness under its credit facility, which will then be
available to be redrawn and applied towards the Company's 2011 and 2012
capital programs, and for general corporate purposes.
The purchasers of the Flow-Through Shares will be entitled to
renunciations of Canadian exploration expenses in an amount equal to
the subscription amount from Cequence.
The Common Shares and Flow-Through Shares have not been and will not be
registered under the United States Securities Act of 1933, as amended,
or any states securities laws and may not be offered or sold in the
United States absent registration and applicable exemption from the
registration requirements of such Act and all applicable states
securities laws. This news release does not constitute an offer to sell
or a solicitation of an offer to buy securities in the United States.
Cequence is a publicly traded Canadian energy company involved in the
acquisition, exploitation, exploration, development and production of
natural gas and crude oil in western Canada. Further information about
Cequence may be found in its continuous disclosure documents filed with
Canadian securities regulators at www.sedar.com.
Forward Looking Information
Certain information included in this press release constitutes
forward-looking information under applicable securities legislation.
Such forward-looking information is provided for the purpose of
providing information about management's current expectations and plans
relating to the future. Readers are cautioned that reliance on such
information may not be appropriate for other purposes, such as making
investment decisions. Forward-looking information typically contains
statements with words such as 'anticipate', 'believe', 'expect',
'plan', 'intend', 'estimate', 'propose', 'project' or similar words
suggesting future outcomes or statements regarding an outlook.
Forward-looking information in this press release may include, but is
not limited to, information with respect to: the timing and completion
of the offering; the use of proceeds; operational decisions and the
timing thereof, development and exploration plans and the timing
thereof; and future production levels. Forward-looking information is
based on a number of factors and assumptions which have been used to
develop such information but which may prove to be incorrect. Although
the Company believes that the expectations reflected in such
forward-looking information is reasonable, undue reliance should not be
placed on forward-looking information because the Company can give no
assurance that such expectations will prove to be correct. In addition
to other factors and assumptions which may be identified in this press
release, assumptions have been made regarding and are implicit in,
among other things: the performance of the underwriters obligations in
relation to the offering; field production rates and decline rates;
the ability of the Company to secure adequate product transportation;
the impact of increasing competition in or near the Company's plays;
the timely receipt of any required regulatory approvals; the ability of
the Company to obtain qualified staff, equipment and services in a
timely and cost efficient manner to develop its business; Cequence's
ability to operate the properties in a safe, efficient and effective
manner; the ability of the Company to obtain financing on acceptable
terms; the ability to replace and expand oil and natural gas reserves
through acquisition, development of exploration; the timing and costs
of pipeline, storage and facility construction and expansion; future
oil and natural gas prices; currency, exchange and interest rates; the
regulatory framework regarding royalties, taxes and environmental
matters; and the ability of the Company to successfully market its oil
and natural gas products. Readers are cautioned that the foregoing list
is not exhaustive of all factors and assumptions which have been used.
Forward-looking information is based on current expectations, estimates
and projections that involve a number of risks and uncertainties which
could cause actual results to differ materially from those anticipated
by the Company and described in the forward-looking information. The
material risk factors affecting the Company and its business are
contained in the Company's Annual Information Form which is available
under the Company's issuer profile on SEDAR at www.sedar.com.
The forward-looking information contained in this press release is made
as of the date hereof and the Company undertakes no obligation to
update publicly or revise any forward-looking information, whether as a
result of new information, future events or otherwise, unless required
by applicable securities laws. The forward looking information
contained in this press release is expressly qualified by this
cautionary statement.
Additional Advisories
The Toronto Stock Exchange has neither approved nor disapproved the
contents of this press release.
To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/July2011/28/c7995.html
Paul Wanklyn, President and Chief Executive Officer, (403) 218-8850, pwanklyn@cequence-energy.com; or David Gillis, Vice President, Finance and Chief Financial Officer, (403) 806-4041, dgillis@cequence-energy.com; www.cequence-energy.com
