/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 (the "TSX-V"). 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.
SOURCE Xcite Energy Limited