Base Oil & Gas Ltd. Announces Closing of $16.8 Million Private Placement
31 Août 2011 - 11:03PM
PR Newswire (Canada)
CALGARY, Aug. 31, 2011 /CNW/ -- CALGARY, Aug. 31, 2011 /CNW/ - Base
Oil & Gas Ltd. (TSXV: BOG) ("Base" or the "Company") is pleased
to announce that it has completed a brokered private placement of
special warrants and flow-through shares for total gross proceeds
of $16,800,172.50. Including the full exercise of the agents'
over-allotment option, Base issued 51,111,750 special warrants at a
price of $0.27 per special warrant (the "Special Warrants") and
9,375,000 common shares issued on a flow-through basis at a price
of $0.32 per share (the "Flow-Through Shares"). The financing
syndicate was led by Dundee Securities Ltd. ("Dundee"), and
included Casimir Capital Ltd., Macquarie Capital Markets Canada
Ltd. and NCP Northland Capital Partners Ltd. (collectively the
"Agents") The Agents were paid a cash commission equal to 6% of the
total proceeds. The Special Warrants were issued pursuant to a
special warrant indenture dated August 31, 2011 among the Company,
Dundee (on behalf of the Agents) and Computershare Trust Company of
Canada (the "Warrant Agent"). Each Special Warrant will entitle the
holder to acquire one underlying common share without payment of
additional consideration and all unexercised Special Warrants will
be deemed to be exercised at 4:00 p.m. (Calgary time) upon the
earlier of (i) the first business day following the date of
issuance of a receipt which evidences receipt, or deemed receipt,
of the (final) prospectus to be filed by the Company with respect
to the distribution of the underlying common shares (the
"Prospectus") by the applicable securities regulator in each of the
provinces of Canada where the Special Warrants are sold; and (ii)
January 1, 2012. The Company will use its reasonable best efforts
to obtain such receipt for the Prospectus by September 2, 2011. In
the event the Company fails to obtain such receipt for the
Prospectus by the deadline, each Special Warrant will entitle the
holder to acquire for no additional cost to, and without further
action on the part of, such holder, an additional 0.1 of a common
share of the Company for each underlying common share to be issued
to such holder pursuant to the Special Warrants held by such
holder. The Flow-Through Shares and Special Warrants issued
pursuant to the private placement are subject to a hold period that
expires January 1, 2012. If the Special Warrants are deemed to be
exercised as a result of the Prospectus being filed prior to
January 1, 2012, the underlying common shares which are issued
pursuant to the deemed exercise of the Special Warrants will be
freely trading common shares of the Company. Following closing, but
prior to the exercise or deemed exercise of the Special Warrants,
Base has 44,951,880 common shares issued and outstanding. Dundee
Corporation (the "Subscriber") purchased 37,037,037 Special
Warrants which, after giving effect to the exercise or deemed
exercise of all Special Warrants, will constitute the Subscriber a
"control person" within the meaning of applicable securities laws
and the policies of the TSX Venture Exchange ("TSXV"). The
Subscriber also purchased 6,250,000 Flow-Through Shares. Pursuant
to the policies of the TSXV, the Company was required to seek the
approval of shareholders of the Company for the creation of the new
control person. The Company received such approval prior to the
closing of the private placement by obtaining the written consent
of holders of a majority of the common shares as permitted pursuant
to the policies of the TSXV. Base intends to use $7,800,000 of the
net proceeds from the sale of the Special Warrants to acquire
assets (the "Asset Acquisition") as announced in the Company's
press release dated August 14,2011, and as are further described in
the Company's preliminary prospectus dated August 22, 2011. The
Asset Acquisition is expected to close on or about September 15,
2011. The remaining proceeds are to be used for the Company's
capital expenditure program and general corporate purposes. If the
Asset Acquisition is not completed, the net proceeds from the
issuance of the Special Warrants will be used for development of
opportunities and capital expenditures on the Company's existing
properties, the acquisition of additional properties consistent
with the Company's strategy and for general corporate purposes
including expenses of the offering, general and administrative
expenses and working capital. Gross proceeds from the sale of the
flow-through shares will be used to incur eligible exploration
expenditures that will be renounced to subscribers as Canadian
exploration expenses effective on or before December 31, 2011. The
securities offered have not been and will not be registered under
the U.S. Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or applicable
exemption from the registration requirements. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. About Base Oil & Gas Ltd. Base is a Calgary-based
emerging junior oil and gas company currently focused on high
netback oil production in southern and east central Alberta.
FORWARD-LOOKING STATEMENTS Certain information included in this
press release constitutes forward-looking information under
applicable securities legislation. Such forward-looking information
is provided for the purpose of providing information about
management's current expectations and plans relating to the future.
Readers are cautioned that reliance on such information may not be
appropriate for other purposes, such as making investment
decisions. 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.
Forward-looking information in this press release may include, but
is not limited to, information with respect to: the proposed name
change and future assignment of a stock symbol. Forward-looking
information is based on a number of factors and assumptions which
have been used to develop such information but which may prove to
be incorrect. Although the Company believes that the expectations
reflected in such forward-looking information is reasonable, undue
reliance should not be placed on forward-looking information
because the Company can give no assurance that such expectations
will prove to be correct. In addition to other factors and
assumptions which may be identified in this press release,
assumptions have been made regarding and are implicit in, among
other things: use of proceeds from the private placement, timing of
filing of the Prospectus and the timing of the closing of the
Asset Acquisition. Readers are cautioned that the foregoing list is
not exhaustive of all factors and assumptions which have been used.
Forward-looking information is based on current expectations that
involve a number of uncertainties which could cause actual results
to differ materially from those anticipated by the Company and
described in the forward-looking information. The forward-looking
information contained in this press release is made as of the date
hereof and the Company 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 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. To view this news release
in HTML formatting, please use the following URL:
http://www.newswire.ca/en/releases/archive/August2011/31/c7728.html
p Base Oil & Gas Ltd. /p p align="justify" Richard Thompson.br/
President & CEObr/ (403) 384-0000br/ a
href="mailto:richardt@baseoilandgas.ca"richardt@baseoilandgas.ca/a
/p p align="justify" or /p p align="justify" Roy Evans, C.A.br/
Vice President, Finance & CFObr/ (403) 384-0000br/ a
href="mailto:roye@baseoilandgas.ca"roye@baseoilandgas.ca/a /p p
align="justify" or visit the Company's website at a
href="http://www.baseoilandgas.ca"www.baseoilandgas.ca/a. /p
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