Canadian Oilfield Solutions Corp.: Brokered Private Placement of $5 Million Units
December 09 2013 - 5:43PM
Marketwired Canada
(NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA)
Canadian Oilfield Solutions Corp. (the "Corporation") (TSX VENTURE:OTS) is
pleased to announce that the Corporation has engaged Wolverton Securities Ltd.
("Wolverton") on a commercially reasonable efforts basis, subject to acceptance
by the TSX Venture Exchange, to raise up to $5,000,000 from a brokered private
placement of units (the "Offering"). Under the Offering, the Corporation will
issue up to 5,000 units ("Units") at a price of $1,000 per Unit. Each Unit will
consist of (i) $1,000 principle amount of non-convertible secured
non-transferable subordinated debentures ("Debentures") and (ii) 250
non-transferable share purchase warrants ("Warrants"). The Debentures will be
for a term of one year and will bear interest at 10% per annum payable quarterly
in arrears, and the Corporation may redeem the Debentures prior to their
maturity date without penalty. Each Warrant will entitle the purchaser to
acquire one common share of the Corporation for a period of 24 months from the
date of closing of the Offering ("Closing") at an exercise price of $0.30 per
share.
Wolverton may accept subscriptions for additional Units up to a maximum of 15%
of the Offering.
The Corporation has agreed with Wolverton to pay Wolverton the following agency
fees: a marketing commission equal to 4% of the gross proceeds of the Offering
at Closing; 125,000 common shares of the Corporation at Closing; a corporate
finance fee; and reimburse Wolverton for its reasonable expenses incurred in
conjunction with the Offering, including the fees and disbursements of its legal
counsel.
Net proceeds from the Offering will be used substantially for working capital
for the Corporation's Mexican operations.
Headquartered in Calgary, Alberta, Canadian Oilfield Solutions Corp. provides an
array of specialized products and services that are used in the production of
oil and gas reserves.
This press release shall not constitute an offer to sell or the solicitation of
any offer to buy the securities in any jurisdiction. The Units may be offered or
sold in other eligible foreign jurisdictions and to U.S. buyers on a private
placement basis pursuant to an applicable exemption from registration
requirements in Rule 144-A or Regulation D of the United States Securities Act
of 1933, as amended.
This press release contains forward-looking statements. More particularly, this
press release contains statements concerning the terms of the Offering and the
expected use of proceeds therefrom. The forward-looking statements contained in
this press release are based on certain key expectations and assumptions made by
the Corporation, including, without limitation, expectations and assumptions
concerning the success of future operating activities. Although the Corporation
believes that the expectations and assumptions on which the forward-looking
statements are based are reasonable, undue reliance should not be placed on the
forward-looking statements because the Corporation 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. Actual results could differ materially from those currently
anticipated due to a number of factors and risks. These include, but are not
limited to, the failure to obtain necessary regulatory approvals or satisfy the
conditions to closing of the Offering, risks associated with the oil and gas
industry in general, uncertainty as to the availability of labour and services,
commodity price and exchange rate fluctuations, unexpected adverse weather
conditions and changes to existing laws and regulations. Forward-looking
statements are based on estimates and opinions of management of the Corporation
at the time the information is presented. The Corporation may, as considered
necessary in the circumstances, update or revise such forward-looking
statements, whether as a result of new information, future events or otherwise,
but the Corporation undertakes no obligation to update or revise any
forward-looking statements, except as required by applicable securities laws.
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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Canadian Oilfield Solutions Corp.
Ken Berg
President and Chief Executive Officer
(403) 543-0060
(403) 543-0069 (FAX)
kberg@cotsoilfield.com
Canadian Oilfield Solutions Corp.
Scott Hamilton
Chief Financial Officer
(403) 543-0060
(403) 543-0069 (FAX)
shamilton@cotsoilfield.com
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