Alange Energy Announces Closing of C$31,050,000 Financing
05 Mai 2011 - 11:12PM
PR Newswire (Canada)
TORONTO, May 5 /CNW/ -- /NOT FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, May 5 /CNW/ - Alange Energy Corp. (TSXV: ALE) is pleased
to announce that it has closed its previously announced "best
efforts" private placement (the "Offering") of units of the Company
(the "Units"). The Company issued an aggregate of 31,050 Units
(which included the exercise in full of the agent's option for up
to an additional 4,050 Units) at a price of C$1,000 per Unit for
aggregated gross proceeds of C$31,050,000. The Units were
sold pursuant to an agency agreement between the Company and GMP
Securities, L.P. (the "Agent"). Each Unit consists of one C$1,000
principal amount senior secured series A note (the "Note") of the
Company and 300 common share purchase warrants (the "Warrants") of
the Company. Each Note will bear interest at a rate of 9% per annum
from the date of issue, payable quarterly in arrears, and is
secured by, among other things, the Company's 57.14% interest in
Block C of the Cubiro Exploration and Production Contract ("Cubiro
Block C"), a general security agreement of the Company and a pledge
by the Company of the shares of its wholly-owned Panamanian
subsidiary, Alange, Corp., and is guaranteed by Alange, Corp. and
its wholly-owned subsidiaries, Jagalan S.A. and Jaguar E&P CPR
Consultants, S.A., which guarantees are also secured. Each Warrant
entitles the holder to purchase a common share in the capital of
the Company at an exercise price of C$0.50 at any time prior to
5:00 p.m. (Toronto time) on February 22, 2016. The Warrants issued
pursuant to the Offering are of the same series as the warrants of
the Company currently listed on the TSX Venture Exchange under the
symbol "ALE.WT", which closed at C$0.105 on May 4, 2011.
Insiders of the Company purchased an aggregate of 2,820 Units
representing approximately 9% of the Offering. The Agents received
an aggregate fee of $1,242,000 for services rendered in connection
with the Offering. The net proceeds raised under the Offering will
be used to replenish the funds of the Company that were used to
purchase certain interests from Jaguar E&P CPR Consultants,
S.A., including the additional 32.13% interest in Cubiro Block C,
pursuant to the previously announced transaction involving Columbus
Energy Ltd. The remainder of the net proceeds will be used to fund
the increase in the Company's share of the 2011 capital and
exploration program at Cubiro Block C as a result of the
acquisition of the additional interest. All securities issued
pursuant to the Offering will be subject to a four-month statutory
hold period, which will expire on September 6, 2011. This news
release shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. This news release is
not an offer of securities for sale into the United States or
Canada. No offering of securities shall be made in the United
States except pursuant to registration under the US Securities Act
of 1933, as amended, or an exemption therefrom. About Alange Energy
Corp. Alange Energy is a Canadian-based oil and gas exploration and
production company, with working interests in 19 properties in five
basins in Colombia. Further information can be obtained by visiting
our website at www.alangeenergy.com. All monetary amounts in
Canadian dollars unless otherwise stated. This news release
contains certain "forward-looking statements" and "forward-looking
information" under applicable Canadian securities laws concerning
the business, operations and financial performance and condition of
Alange Energy. Forward-looking statements and forward-looking
information include, but are not limited to, statements with
respect to the listing of the Warrants on the TSX Venture Exchange
and the intended use of the net proceeds from the Offering. Except
for statements of historical fact relating to the Company, certain
information contained herein constitutes forward-looking
statements. Forward-looking statements are frequently characterized
by words such as "plan," "expect," "project," "intend," "believe,"
"anticipate," "estimate" and other similar words, or statements
that certain events or conditions "may" or "will" occur.
Forward-looking statements are based on the opinions and estimates
of management at the date the statements are made, and are based on
a number of assumptions and subject to a variety of risks and
uncertainties and other factors that could cause actual events or
results to differ materially from those projected in the
forward-looking statements. Many of these assumptions are based on
factors and events that are not within the control of Alange Energy
and there is no assurance they will prove to be correct. Factors
that could cause actual results to vary materially from results
anticipated by such forward-looking statements include changes in
market conditions, risks relating to international operations,
fluctuating oil and gas prices and currency exchange rates, changes
in project parameters, the possibility of project cost overruns or
unanticipated costs and expenses, labour disputes, other risks of
the oil and gas industry, failure of plant, equipment or processes
to operate as anticipated; the ability of Alange Energy to obtain
qualified staff, equipment and services in a timely and cost
efficient manner to develop its business; the ability to replace
and expand oil and natural gas reserves through acquisition,
development of exploration; the timing and costs of drilling,
completion, pipeline, storage and facility construction and
expansion; the regulatory framework regarding royalties, taxes and
environmental matters; the ability of Alange Energy to successfully
market its oil and natural gas products and completion of the
review of internal controls and procedures, management systems and
corporate governance practices. Although Alange Energy has
attempted to identify important factors that could cause actual
actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors
that cause actions, events or results not to be anticipated,
estimated or intended. There can be no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Alange Energy undertakes no
obligation to update forward-looking statements if circumstances or
management's estimates or opinions should change except as required
by applicable securities laws. The reader is cautioned that the
foregoing lists of risks, uncertainties, assumptions and other
factors are not exhaustive. The reader should not to place
undue reliance on forward-looking statements. Statements concerning
oil and gas reserve estimates may also be deemed to constitute
forward-looking statements to the extent they involve estimates of
the oil and gas that will be encountered if the property is
developed. Information in this press release expressed in boe is
derived by converting natural gas to oil in the ratio of six
thousand cubic feet (mcf) of natural gas to one barrel (bbl) of
oil. Boe may be misleading, particularly if used in isolation. A
boe conversion ratio of 6 mcf:1 bbl is based on an energy
equivalency conversion method primarily applicable at the burner
tip and does not represent a value equivalency at the wellhead.
Estimated values of future net revenue disclosed do not represent
fair market value. Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release. To view this news release in HTML
formatting, please use the following URL:
http://www.newswire.ca/en/releases/archive/May2011/05/c9958.html p
Mr. Michael Daviesbr/ Chief Financial Officerbr/ 416-360-7915br/ a
href="mailto:mdavies@alangecorp.com"
cr="true"mdavies@alangecorp.com/a /p p Ms. Miranda Smithbr/
Investor Relationsbr/ 647-428-7422br/ a
href="mailto:miranda@thecapitallab.com"
cr="true"miranda@thecapitallab.com/a /p
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