Xcite Energy Limited ("Xcite Energy" or the "Company") - Private Placement of 30,000,000 Units
11 Juni 2012 - 5:06AM
PR Newswire (Canada)
/NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION/ TSX-V, LSE-AIM: XEL TORONTO, June
13, 2012 /CNW/ - Xcite Energy announces that it has agreed a
private placement of 30,000,000 units (the "Placing") with Global
Resource Funding Partners LLC ("Global Resource"), based in Boston
Massachusetts. The financing made available from the Placing will
further strengthen the Company's balance sheet at an important time
in the development of the Bentley field. In addition, the private
placement provides for a subscription of further units by Global
Resource by mutual agreement of the parties. Rupert Cole, Chief
Financial Officer, commented: "We are very pleased to welcome
Global Resource as a shareholder at this important time for the
Company. Against a backdrop of challenging economic and market
conditions, this further strengthens our balance sheet and provides
important flexibility as we move ahead with the field development
work programme towards first oil on Bentley." The Placing The
Placing will occur in three stages. The first stage, which closed
today, provides the Company with gross proceeds of £6.43 million
(C$10.28 million) through the issuance of 8,000,000 units (each, a
"Unit") at a price of £0.8044 per Unit. Each Unit in the first
tranche comprises one ordinary share in the capital of the Company
(a "Share") and one-half of one ordinary share purchase warrant (a
"Warrant"). Each whole Warrant issued pursuant to the first tranche
of the Placing is exercisable for one additional Share at 120% of
the Unit price per share for three years from the date of issue.
The exercise price of the Warrants issued in the first stage of the
Placing is approximately £0.97. The completion of the second and
third stages of the Placing, which will comprise 10,000,000 Units
and 12,000,000 Units respectively, will be completed at any time
between 20 and 55 business days from the date of this first stage.
The price per Unit of the second and third stages of the Placing
will be equal to a 10% discount to the average of the ten daily
volume weighted average prices ("VWAP") of the Shares on the AIM
market of London Stock Exchange plc ("AIM") ending two trading days
prior to the closing of the second and third stage, respectively,
and subject to the private placement pricing parameters of the TSX
Venture Exchange . In the event the TSX-V policies on Discounted
Market Price affect the pricing of any tranche of the Placing, the
parties have agreed a mechanism by which the value of subsequent
tranches can be adjusted. The Warrants are subject to a forced
exercise provision at the Company's option, provided:
(i) the VWAP per Share on AIM for 15
consecutive trading days on average is greater than 170% of the
applicable exercise price, and;
(ii) the average daily trading volume
of the Shares on AIM during such 15 consecutive trading days is
greater than 1,000,000 Shares per day. If such criteria are met,
the Company may require Global Resource to exercise the Warrants
within 10 business days from the date of such notice or the
Warrants will lapse. Additional Information Octagon Capital
Corporation ("Octagon") acted as advisor to the Company with
respect to the Placing. A fee in the amount of 4.5% of the gross
proceeds of each stage of the Placing is payable by the Company to
Octagon at closing of each of the respective stages of the Placing.
The closing of each stage of the Placing is subject to final
acceptance from the TSX-V. Except in accordance with Canadian
securities laws and with the prior written approval of the TSX-V,
the Shares underlying the Units and the Shares issuable upon
exercise of the Warrants may not be sold or otherwise traded on or
through the facilities of the TSX-V or otherwise in Canada or to or
for the benefit of a Canadian resident until the date that is four
months and one day from the date of issue. Application has been
made for admission to AIM of the 8,000,000 Shares underlying the
Units issued in the first stage of the Placing ("Admission"), and
dealings are expected to commence on 14 June 2012. The Shares shall
rank pari passu in all respects with the Company's existing issued
ordinary shares of no par value. At Admission, Global Resource will
hold 3.13% of the Company's current issued share capital, together
with 4,000,000 warrants. Total Voting Rights Following Admission,
the Company's enlarged issued share capital will comprise
255,693,630 Shares with one voting right per share. There are no
shares held in treasury. The total number of voting rights in the
Company is therefore 255,693,630. At Admission there will be a
total of 11,947,647 outstanding warrants to subscribe for Shares.
This figure of 255,693,630 Shares may be used by shareholders in
the Company as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change in their interest in, the share capital of the Company
under the Financial Service Authority's Disclosure and Transparency
Rules. This press release shall not constitute an offer for sale of
the securities referenced herein in the United States. The
securities offered have not been and will not be registered under
the U.S. Securities Act of 1933, as amended, or any state
securities laws and may not be offered or sold in the United States
absent registration or an exemption from those registration
requirements. Neither the 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 release. Forward-Looking Statements Certain
statements contained in this announcement constitute
forward-looking information within the meaning of securities laws.
Forward-looking information may relate to the Company's future
outlook and anticipated events or results and, in some cases, can
be identified by terminology such as "may", "will", "should",
"expect", "plan", "anticipate", "believe", "intend", "estimate",
"predict", "target", "potential", "continue" or other similar
expressions concerning matters that are not historical facts. These
statements are based on certain factors and assumptions including
expected growth, results of operations, performance and business
prospects and opportunities. While the Company considers these
assumptions to be reasonable based on information currently
available to us, they may prove to be incorrect. Forward-looking
information is also subject to certain factors, including risks and
uncertainties that could cause actual results to differ materially
from what we currently expect. These factors include risks
associated with the oil and gas industry (including operational
risks in exploration and development and uncertainties of estimates
oil and gas potential properties), the risk of commodity price and
foreign exchange rate fluctuations and the ability of Xcite Energy
to secure financing. Additional information identifying risks and
uncertainties are contained in the Company's annual information
form dated October 26, 2010 and in the interim Management's
Discussion and Analysis for Xcite Energy for the three months ended
31 March 2012 filed with the Canadian securities regulatory
authorities and available at www.sedar.com. The Company disclaims
any intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or
otherwise, except as required under applicable securities
regulations. Xcite Energy Limited CONTACT: ENQUIRIES:Xcite Energy
Limited +44 (0) 1483 549 063Richard SmithChief Executive
OfficerRupert ColeChief Financial OfficerOriel Securities (Joint
Broker and Nomad)+44 (0) 207 710 7600Emma GriffinPartnerMichael
ShawPartnerMorgan Stanley (Joint Broker)+44 (0) 207 425 8000Andrew
FosterManaging DirectorPelham Bell Pottinger+44 (0) 207 861
3232Mark AntelmeDirectorHenry LerwillAccount DirectorParadox Public
Relations+1 514 341 0408Jean-Francois MeilleurConsultantGlobal
Resource Funding Partners LLC+1 617 778 7759Yossi RaucherDirector
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