SOUTHERN ENERGY CORP.
ANNOUNCES
PAYMENT OF INTEREST IN-KIND TO ITS 10% CONVERTIBLE
UNSECURED
SUBORDINATED DEBENTURES AND
VOLUNTARY DELISTING FROM OTCQX
Calgary, Alberta - December 31, 2024 - Southern Energy
Corp. ("Southern" or the "Company") (SOU: TSXV) (AIM:SOUC)
announces that the Company has agreed to issue, in aggregate,
2,143,000 new common shares in Southern (the "Common Shares") to holders of its 10%
convertible unsecured subordinated debentures issued on June 14,
2019 and January 15, 2021 (collectively, the "Debentures") as payment in kind of
accrued interest on the Debentures due on December 31, 2024 in the
aggregate amount of CAD$214,300 (the "Interest Payment"). The number of new
Common Shares to be issued is equal to the amount of the interest,
divided by the volume weighted average trading price per Common
Share for the 20 consecutive trading days ending on the fifth
trading day on the TSX-V preceding December 31, 2024, being
CAD$0.10 per Common Share. Southern gave notice to Computershare
Trust Company of Canada, as debenture trustee, effective December
31, 2024, that it exercised its right to make the Interest Payment
by issuing Common Shares.
Director/PDMR Participation
It is noted that certain Directors
and PDMRs of the Company hold Debentures, on the same terms as all
other participants, and, accordingly, will be issued, in aggregate,
26,000 new Common Shares. Further details regarding individual
participation of the Company's Directors and PDMRs is set out in
the PDMR notification forms below.
Admission and Total Voting Rights
Application has been made to the
London Stock Exchange plc for the admission of the 2,143,000 new
Common Shares to trading on AIM, which is expected to occur at 8.00
a.m. (GMT) on or around 3 January 2025 ("Admission"). The new Common Shares will
rank pari passu with the
existing Common Shares.
Following Admission, the total
number of Common Shares in the Company in issue will be
169,385,824, and this figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company.
The settlement of the Interest
Payment through the issuance of Common Shares remains subject to
final acceptance of the TSX Venture Exchange.
Voluntary Delisting from OTCQX
The Common Shares of the Company
will be voluntarily delisted from the OTCQX effective the close of
market January 13, 2025. The Common Shares will continue to trade
on the TSX Venture Exchange under the symbol SOU and on the AIM
Market of the London Stock Exchange under the symbol SOUC.
United States based investors and shareholders will still be able
to trade the Company's stock on the OTC Pink trading
platform. All shareholders will continue to be able to access
Company information filed on SEDAR+ at
www.sedarplus.ca and placed on
the Company website at
www.southernenergycorp.com.
For
further information about Southern, please visit our website at
www.southernenergycorp.com or contact:
Southern Energy Corp.
Ian Atkinson (President &
CEO)
+1 587 287 5401
Calvin Yau
(CFO)
+1 587 287 5402
Strand Hanson Limited - Nominated & Financial
Adviser
James Spinney / James Bellman / Rob
Patrick
+44 (0) 20 7409 3494
Stifel Nicolaus Europe Limited - Joint
Broker
Callum Stewart / Ashton
Clanfield
+44 (0) 20 7710 7600
Tennyson Securities - Joint Broker
Peter Krens / Pav
Sanghera
+44 (0) 20 7186 9033
Camarco
Owen Roberts / Sam Morris / Tomisin
Ibikunle
+44 (0) 20 3757 4980
About Southern Energy Corp.
Southern Energy Corp. is a natural
gas exploration and production company. Southern has a primary
focus on acquiring and developing conventional natural gas and
light oil resources in the southeast Gulf States of Mississippi,
Louisiana, and East Texas. Our management team has a long and
successful history working together and have created significant
shareholder value through accretive acquisitions, optimization of
existing oil and natural gas fields and the utilization of
re-development strategies utilizing horizontal drilling and
multi-staged fracture completion techniques.
READER ADVISORY
Forward Looking
Statements. Certain information included
in this press release constitutes forward-looking information under
applicable securities legislation. Forward-looking information
typically contains statements with words such as "anticipate",
"believe", "expect", "plan", "intend", "estimate", "propose",
"project" or similar words suggesting future outcomes or statements
regarding an outlook. The forward-looking statements contained in
this press release are based on certain key expectations and
assumptions made by Southern. Although Southern 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 Southern 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: risks associated with the oil and gas
industry in general (e.g., operational risks in development,
exploration and production, the uncertainty of reserve estimates,
the uncertainty of estimates and projections relating to
production, costs and expenses, regulatory risks, and health,
safety and environmental risks); the uncertainty of reserve
estimates; the uncertainty of estimates and projections relating to
production, costs and expenses, and health, safety and
environmental risks; the impact of pandemics; constraint in the
availability of labour, supplies or services; commodity price and
exchange rate fluctuations; geo-political risks, political and
economic instability abroad and wars (including the Russo-Ukrainian
war and the Israel-Palestinian conflict); changes in legislation
impacting the oil and gas industry; inflationary risks, including
potential increases to operating and capital costs; adverse weather
or break-up conditions; and uncertainties resulting from potential
delays or changes in plans with respect to exploration or
development projects or capital expenditures. The Russo-Ukrainian
war and the Israel-Palestinian conflict are particularly
noteworthy, as these conflicts have the potential to disrupt the
global supply of oil and gas, and their full impact remains
uncertain. Other risks faced by the Company are set out in more
detail in Southern's Annual Information Form for the year ended
December 31, 2023 and the Company's most recent management
discussion and analysis, which are available under the Company's
SEDAR+ profile at
www.sedarplus.ca. The forward-looking
information contained in this press release is made as of the date
hereof and Southern undertakes no obligation to update publicly or
revise any forward-looking information, whether as a result of new
information, future events or otherwise, unless required by
applicable securities laws. The forward-looking information
contained in this press release is expressly qualified by this
cautionary statement.
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.
PDMR NOTIFICATION FORMS
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
Neil Smith
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Non-Executive Director
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Southern Energy Corp.
|
b)
|
LEI
|
213800R25GL7J3EBJ698
|
4
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial
instrument, type of instrument
|
Common shares in Southern Energy
Corp.
|
|
|
Identification code
|
CA8428133059
|
|
|
b)
|
Nature of the transaction
|
Issuance of new Common Shares as
payment in kind of accrued interest on Debentures held
|
c)
|
Price(s) and volume(s)
|
26,000 common shares at a price of
CAD$0.10
|
d)
|
Aggregated information
|
N/A
|
|
|
|
|
e)
|
Date of the transaction
|
31 December 2024
|
f)
|
Place of the transaction
|
Outside of a trading venue
|