Calmena Announces $25 Million Bought Deal Financing

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

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 "Offering"). 

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 "CEZ".

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 Offering.

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 correct.

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

www.calmena.com

 

Profil de l'entreprise

Calmena Energy Services Inc.

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