/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE
CALGARY, April 20 /CNW/ - Calmena Energy Services Inc. (TSX:CEZ)
("Calmena" or the "Company") is pleased to announce that it has entered
into an agreement with a syndicate of underwriters led by Peters & Co.
Limited (the "Underwriters") to issue, on a bought deal basis for
resale, 50,000,000 common shares ("Common Shares") at a price of $0.50
per Common Share for aggregate gross proceeds of $25,000,000 (the
Calmena has also granted the Underwriters an option (the "Over-Allotment
Option") to purchase up to an additional 7,500,000 Common Shares at a
price of $0.50 per Common Share for additional gross proceeds of
$3,750,000 exercisable at any time, in whole or in part, for a period
of 30 days following closing of the Offering. The Common Shares
issuable on exercise of the Over-Allotment Option shall be issued on
the same terms and conditions as the Offering.
Proceeds of the Offering will be used to temporarily reduce
indebtedness, fund the Company's ongoing capital program and for
general corporate purposes.
The Common Shares will be offered by way of short form prospectus in
certain Provinces of Canada, other than Quebec, by way of a short-form
prospectus and in certain other jurisdictions on a private placement
basis. The closing of the Offering is expected to occur on or about May
11, 2011 and is subject to certain conditions, including, but not
limited to, the receipt of all necessary regulatory approvals,
including the approval of the Toronto Stock Exchange.
The Common Shares offered have not been and will not be registered under
the U.S. Securities Act of 1933, as amended, or any state securities
law and may not be offered or sold in the United States absent
registration or applicable exemption from those 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 Common Shares in any jurisdiction in which such offer, solicitation
or sale would be unlawful.
ABOUT CALMENA ENERGY SERVICES INC.
Calmena is a diversified energy services company that provides well
construction services to its customers operating in Canada, the United
States, Latin America and the Middle East and North Africa. The Common
Shares of Calmena trade on the Toronto Stock Exchange under the symbol
FORWARD LOOKING STATEMENTS
This news release contains forward-looking statements and
forward-looking information within the meaning of applicable securities
laws. The use of any of the words "expect", "anticipate", "continue",
"estimate", "objective", "ongoing", "may", "will", "project", "should",
"believe", "plans", "intends" and similar expressions are intended to
identify forward-looking information or statements. More particularly,
and without limitation, this news release contains forward-looking
statements and information concerning the Offering, including the
timing of closing of the Offering and the use of proceeds from the
These forward-looking statements and information are based on certain
key expectations and assumptions made by the Company regarding timing
of receipt of regulatory approvals; business prospects; strategies;
conditions in general economic and financial markets; regulatory
developments; competition; exchange rates; the sufficiency of budgeted
capital expenditures in carrying out planned activities; and the
availability and cost of labour and services, which are subject to
change based on market conditions. Although the Company believes that
the expectations and assumptions on which such forward-looking
statements and information are based are reasonable, undue reliance
should not be placed on the forward-looking statements and information
because the Company can give no assurance that they will prove to be
Since forward-looking statements and information address future events,
by their nature, such statements and information involve inherent risks
and uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks, including
fluctuations in the market for oil and gas and related products and
services; failure of counter-parties to perform on contracts; failure
to receive required regulatory approvals; political and economic
conditions; the board of directors of Calmena determines that it would
be in the best interests of the Company to deploy the proceeds for some
other purpose; the demand for Calmena's services; failure to receive
all required regulatory approvals for the Offering; competition; and
Calmena's ability to attract and retain customers and employees. The
Company has provided the forward-looking statements herein in reliance
on certain assumptions that they believe are reasonable at this time.
These forward-looking statements may change for a number of reasons.
Accordingly, readers should not place undue reliance on the
forward-looking statements and information contained in this news
release concerning these times.
Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional information on these and other factors that
could affect the Company are included in reports on file with the
applicable securities regulatory authorities and may be accessed
through the SEDAR website (www.sedar.com). The forward-looking statements and information contained in this news
release are made as of the date hereof and the Company 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 as required by applicable securities laws.
The Toronto Stock Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this news release.
SOURCE Calmena Energy Services Inc.
For further information:
| John King || Peter Balkwill |
| President and Chief Executive Officer || Vice President, Finance & CFO |
Calmena Energy Services Inc.
Phone: (403) 225-3879
Fax: (403) 366-2066
700, 333 - 7th Avenue SW
Calgary, Alberta T2P 2Z1