Caracal Energy Inc. Announces Intention to Proceed with up to U.S.$200 million Firm Placing and Placing and Open Offer

/NOT FOR DISTRIBUTION TO NEWSWIRE SERVICES OR FOR DISSEMINATION OUTSIDE OF CANADA/

CALGARY, Nov. 7, 2013 /CNW/ - Caracal Energy Inc. ("Caracal" or the "Company"), (LSE: CRCL), announces its intention to raise gross proceeds of up to U.S.$200 million by way of a firm placing and placing and open offer of new common shares (the "New Shares").

The Company intends to offer some of the New Shares to certain persons in Canada by way of firm placing and placing and open offer (the "Canadian Offer") and concurrently to certain persons outside of Canada by way of firm placing and placing and open offer (the "Global Offer"). Certain details of the Global Offer will be set out in the Canadian Prospectus (as defined herein).

Pursuant to the Canadian Offer, the Company intends to offer New Shares in each of the provinces of Canada other than Québec (the "Qualifying Jurisdictions") by way of (i) an offer (the "Canadian Firm Placing") to certain investors resident in the Qualifying Jurisdictions or otherwise subject to Canadian Law to subscribe for New Shares (the "Canadian Firm Placed Shares"), (ii) an offer to existing shareholders of Caracal resident in the Qualifying Jurisdictions or otherwise subject to Canadian law constituting an invitation to apply for Shares (the "Canadian Open Offer Shares") on the terms set out in the short form base shelf prospectus of the Company dated October 24, 2013 including the documents incorporated therein by reference (the "Base Shelf Prospectus") as supplemented by the preliminary shelf prospectus supplement of the Company dated November 7, 2013 (the "Preliminary Prospectus Supplement") and the final shelf prospectus supplement of the Company to be dated on or about November 8, 2013 (the "Final Prospectus Supplement", and together with the Base Shelf Prospectus and the Preliminary Prospectus Supplement, the "Canadian Prospectus") (the "Canadian Open Offer") and (iii) an offer to certain investors resident in Qualifying Jurisdictions or otherwise subject to Canadian law for some or all of the Canadian Open Offer Shares and/or Global Open Offer Shares (the "Canadian Placing Shares") which are not subscribed for by shareholders under the Canadian Open Offer and/or the Global Open Offer, respectively (the "Canadian Placing").

Applications have been made for all New Shares issued pursuant to the Canadian Offer and the Global Offer to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities.

The price per New Share (the "Offering Price") will be determined upon completion of an accelerated book building in respect of the firm placings and placings. The Company expects to announce the Offering Price on or about November 8, 2013, however, the timing of closing of the books will be at the absolute discretion of the Company and the Underwriters, which with respect to the Canadian Offer includes a syndicate consisting of RBC Dominion Securities Inc., FirstEnergy Capital Corp., Canaccord Genuity Corp., Barclays Capital Canada Inc.

The full details of the Canadian Offer will be set out in the Canadian Prospectus. The Base Shelf Prospectus as supplemented by the Preliminary Prospectus Supplement and, once filed, the Final Prospectus Supplement will also be available electronically at www.sedar.com.

Reasons for the Canadian Offer and the Global Offer

In aggregate, Caracal expects to receive net proceeds of approximately U.S.$190.0 million (after deducting estimated underwriting commissions and expenses of the Canadian Offer and the Global Offer payable by Caracal, which are currently expected to be an aggregate of U.S.$10.0 million) from the issue of New Shares in the Canadian Offer and the Global Offer.

Caracal intends to apply the principal part of the net proceeds of the Canadian Offer and Global Offer by the end of 2014 to fund the acceleration of its exploration program as follows:

Drill and complete ten exploration wells             U.S.$115.0 million
           
Freight and logistics                U.S.$40.0 million
           
Long-lead items for the Group's 2015 exploration programme          U.S.$20.0 million
           
General corporate purposes               U.S.$15.0 million
           
TOTAL                  U.S.$190.0 million

Of the ten exploration wells referred to above, Caracal expects to drill: one well in the DOB/DOI Contractual Zone and one well in the Doseo/Borogop Contractual Zone in the first quarter of 2014; three wells in the Doseo/Borogop Contractual Zone and one well in the DOH Contractual Zone in the third quarter of 2014; and three wells in the Doseo/Borogop Contractual Zone and one well in the DOH Contractual Zone in the fourth quarter of 2014.

The firm placing (the "Global Firm Placing") portion of the Global Offer and the Canadian Firm Placing are not conditional upon the completion of the placing (the "Global Placing") and open offer (the "Global Open Offer") portions of the Global Offer and the Canadian Placing and Canadian Open Offer, respectively. In the event that the Global Placing and Global Open Offer and the Canadian Placing and Canadian Open Offer did not complete, the proceeds received by the Company would be limited to the aggregate amount raised pursuant to the Global Firm Placing and the Canadian Firm Placing.  If this were to occur, the exploration acceleration plan outlined above would be deferred, and the net proceeds received would instead be applied to fund the acceleration of further development of the Badila and Mangara Fields.

About Caracal Energy Inc.

Based in Canada, Caracal Energy Inc. is an international exploration and development company focused on oil and gas exploration, development and production activities in the Republic of Chad, Africa. In 2011, the Company entered into three production sharing contracts ("PSCs") from the government of the Republic of Chad. These PSCs provide exclusive rights to explore and develop reserves and resources over a combined area of 26,103 km2 in southern Chad. The PSCs cover two world-class oil basins with development opportunity, oil discoveries, and numerous exploration prospects.

Cautionary Statement

Certain of the information contained in this press release constitutes forward-looking statements under applicable securities law. Such forward-looking statements include, but are not limited to: estimates of the net proceeds, the underwriting commissions and expenses of the Canadian Offer and the Global Offer; the Company's drilling plans; the listing of the New Shares; expectations as to the timing of the Canadian Offer and the Global Offer; and statements that describe the Company's future plans (including the use of proceeds), objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements are often identified by terms such as "may," "should," "would," "anticipate," "expects," "seeks" and similar expressions. Although Caracal believes that the expectations and assumptions on which such forward-looking statements and information are reasonable, undue reliance should not be placed on the forward-looking statements and information because Caracal can give no assurance that such statements and information will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. The forward-looking statements are made as of the date of this press release and, other than required by applicable securities laws, the Company does not assume any obligation to update or revise them to reflect new events or circumstances.

 

SOURCE: Caracal Energy Inc.

For further information:


Caracal Energy Inc.
Gary Guidry, President and Chief Executive Officer
Trevor Peters, Chief Financial Officer

403-724-7200

Longview Communications - Canadian Media Enquiries
Alan Bayless
Joel Shaffer

604-694-6035
416-649-8006

FTI Consulting - UK Media Enquiries
Ben Brewerton / Ed Westropp

+ 44 (0) 207 8313 3113
caracalenergy.sc@fticonsulting.com

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Caracal Energy Inc.

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