/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
VANCOUVER, Nov. 21, 2013 /CNW/ - Hemisphere Energy Corporation
("Hemisphere" or the "Company" - TSXV: HME) is pleased to announce that
it has entered into an agreement with a syndicate of underwriters led
by Canaccord Genuity Corp. and including Integral Wealth Securities
Limited and MGI Securities Inc. (collectively the "Underwriters"),
which have agreed to purchase, on a bought deal basis, 3,637,000 units
of Hemisphere, comprised of one common share and one half of one
warrant of Hemisphere (together, the "Units") at a price of $0.55 per
Unit and 3,077,000 common shares to be issued on a "CEE flow-through"
basis (the "CEE Flow-Through Shares") at a price of $0.65 per CEE
Flow-Through Share for aggregate gross proceeds of $4,000,400 (the
"Offering"). Each whole warrant will entitle the holder to acquire one
common share of the Corporation at a price of $0.75 per common share
expiring 12 months after the closing of the Offering.
The Company will grant the Underwriters an option to purchase up to
545,550 additional Units (the "Over-Allotment Option"), exercisable for
a period of 30 days following the date of closing to cover
over-allotments, if any.
Hemisphere will use the net proceeds from the Offering to accelerate its
capital program focused on the Company's Jenner core area and its newly
acquired Atlee Buffalo play, as well as for general corporate purposes.
The Units and CEE Flow-Through Shares will be offered by way of a short
form prospectus to be filed in Alberta, British Columbia and Ontario
and such other provinces and territories (excluding Quebec) as the
Company and the Underwriters may agree. Closing of the Offering is
expected to occur on or about December 10, 2013 and is subject to
certain conditions including, but not limited to, the receipt of all
necessary approvals including the approval of the TSX Venture Exchange.
About Hemisphere Energy Corporation
Hemisphere is an oil and gas exploration and production company focused
on developing core areas that provide low to medium risk drilling
opportunities to increase production, reserves and cash flow.
Hemisphere's continued growth plan is through drilling existing
prospects and executing strategic acquisitions and farm-ins.
Hemisphere trades on the TSX Venture Exchange as a Tier 1 issuer under
the symbol "HME".
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.
This document contains forward-looking statements. More particularly,
this document contains statements which include, but are not limited
to, the timing of closing of the Offering, the anticipated use of
proceeds of the Offering and the receipt of the required regulatory and
third party approvals.
The forward-looking statements are based on certain key expectations and
assumptions made by Hemisphere. Although Hemisphere 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 Hemisphere 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. In addition to other risks that may affect the
forward-looking statements in this press release, the closing of the
Offering could be delayed if Hemisphere is not able to obtain the
necessary regulatory and stock exchange approvals on the timelines it
has planned and the Offering will not be completed at all if these
approvals are not obtained or some other condition to the closing is
not satisfied. Accordingly, there is a risk that the Offering will not
be completed within the anticipated time or at all. The intended use of
the net proceeds of the Offering by Hemisphere might change if the
board of directors of Hemisphere determines that it would be in the
best interests of Hemisphere to deploy the proceeds for some other
The forward-looking statements contained in this press release are made
as of the date hereof and Hemisphere 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 so required by applicable securities laws.
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.
SOURCE: Hemisphere Energy Corporation
For further information:
Don Simmons, President and Chief Executive Officer; Corporate Phone: (604) 685-9255