Contact Announces Private Placement
July 25 2013 - 8:30AM
Marketwired Canada
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
Contact Exploration Inc. ("Contact" or the "Company") (TSX VENTURE:CEX) is
pleased to announce its intention to complete a brokered private placement of up
to 12,500,000 common shares (the "Shares") of the Company, at a price of $0.26
per Share, and up to 5,833,334 Shares to be issued on a "flow-through" basis
pursuant to the Income Tax Act (Canada) (the "Flow-Through Shares"), at a price
of $0.30 per Flow-Through Share, for aggregate gross proceeds of up to
$5,000,000 (the "Private Placement").
The Private Placement is to be conducted on a commercially reasonable "best
efforts" agency basis through a syndicate of agents led by Integral Wealth
Securities Limited (collectively, the "Agents"). As part of the Private
Placement, the Company has agreed to grant the Agents an option, exercisable at
any time up to 24 hours prior to the closing of the Private Placement, to offer
for sale up to an additional 1,875,000 Shares, at a price of $0.26 per
additional Share, and up to an additional 875,000 Flow-Through Shares, at a
price of $0.30 per additional Flow-Through Share, for additional aggregate gross
proceeds of $750,000, if fully exercised. The Private Placement is expected to
close on or about August 8, 2013.
Proceeds from the Private Placement will be used to fund the Company's drilling
and operational activity in the East Kakwa Montney Project area in the Deep
Basin in Alberta and for general corporate purposes. In particular, Contact will
incur eligible Canadian Exploration Expenses (within the meaning of the Income
Tax Act (Canada)), in an amount equal to the aggregate subscription price for
the Flow-Through Shares, by December 31, 2014, and renounce such expenses to
purchasers of Flow-Through Shares effective December 31, 2013.
All securities issued pursuant to the Private Placement will be subject to a
four-month hold period from the closing date. The Private Placement is subject
to approval of the TSX Venture Exchange.
The securities offered have not been, and will not be, registered under the
United States Securities Act of 1933, as amended or any U.S. state securities
laws and may not be offered or sold in the United States or to United States
persons absent registration or any applicable exemption from the registration
requirement of the U.S. Securities Act and applicable U.S. state securities
laws. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there by any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Contact Exploration Inc.
Contact Exploration Inc. is a public oil and gas company which has a long-term
history of operating in Atlantic Canada and has recently demonstrated success in
Alberta's liquids-rich Montney Formation tight gas play. For more information,
please see the Company's website: www.contactexp.com.
Forward-Looking Information and Statements
This press release contains forward-looking statements. More particularly, this
press release contains forward-looking statements concerning the Shares and the
Flow-Through Shares to be sold under the Private Placement, the terms and
conditions of such Private Placement, the anticipated closing date of the
Private Placement and the anticipated use of the proceeds of the Private
Placement. Although Contact believes that the expectations reflected in these
forward-looking statements are reasonable, undue reliance should not be placed
on them because Contact can give no assurance that they will prove to be
correct. Since forward-looking statements address future events and conditions,
by their very nature they involve inherent risks and uncertainties. The terms
and conditions of the Private Placement may be amended depending on investor
interest in the Private Placement. The Private Placement may not proceed if
there is a lack of investor interest in subscribing for the Shares and the
Flow-Through Shares under the Private Placement or if the Agents elect to
terminate their obligations under the definitive agreement entered into in
connection with the Private Placement. In addition, the closing of the Private
Placement could be delayed if Contact is not able to obtain the necessary
regulatory and stock exchange approvals on the timelines it has planned. The
Private Placement will not be completed at all if these approvals are not
obtained or some other condition to the closing is not satisfied. Accordingly,
there is a risk that the Private Placement will not be completed within the
anticipated time or at all. Moreover, the intended use of the proceeds of the
Private Placement by Contact might change if the board of directors of the
Company determines that it would be in the best interests of Contact to deploy
the proceeds for some other purpose.
The forward-looking statements contained in this press release are made as of
the date hereof and Contact undertakes no obligation to update publicly or
revise any forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by applicable
securities laws.
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 release.
FOR FURTHER INFORMATION PLEASE CONTACT:
Contact Exploration Inc.
Steve Harding
President and CEO
(403) 771-1091
(403) 695-3915 (FAX)
sharding@contactexp.com
www.contactexp.com
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