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TSX Venture Exchange
Trading Symbol: PCA
CALGARY, Sept. 8, 2011 /CNW/ - PetroSands Resources (Canada) Inc. ("PetroSands" or the "Company") announces that it intends to complete a private placement financing
(the "Financing") of units of the Company ("Units") at a price of $0.165 per Unit for total gross proceeds of up to
$2.475 million. Each Unit will consist of one (1) common share in the
capital of the Company ("Common Share") and one half of one common share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder thereof to purchase one
(1) Common Share at an exercise price of $0.25 at any time within five
(5) years from the date of issuance. If, at any time within a year of
the Closing Date (as defined below) of the Financing, the Common Shares
trade at a 30 day volume weighted average trading price greater than
$0.60 on the TSX Venture Exchange or such other exchange as the Common
Shares may then trade and the Company provides notice thereof to the
holders of Units, the holders of Units will have ten (10) days of
receipt of such notice to exercise their Warrants, failing which the
Warrants will expire and become null and void (the "Acceleration Right").
Up to 15 million Units are expected to be issued pursuant to the
Financing, resulting in the issuance of up to 15 million Common Shares
and up to 7.5 million Warrants. Closing is expected to occur on or
about September 15, 2011 (the "Closing Date"). The Company expects to list the Common Shares issuable pursuant to
the Financing on the facilities of the TSX Venture Exchange, such
listing being subject to approval of the TSX Venture Exchange. The
Common Shares and Warrants will be subject to a four month statutory
hold period. Closing of the Financing is subject to, amongst other
things, regulatory approval. Proceeds from the Financing are intended
to be used to fund the Company's ongoing development and capital
programs and for general corporate purposes.
While the Financing is non-brokered, the Corporation has signed a
finder's fee agreement with a brokerage firm (the "Finder") such that a cash commission in the amount of 6% of the gross proceeds
raised pursuant to the Financing only from orders originating from
introductions provided by the Finder will be paid together with broker
warrants for 6% of the total number of securities issued pursuant to
the gross proceeds from the Financing from orders only originating from
introductions provided by the Finder. The broker warrants will be
exercisable at a price of $0.25 for up to 18 months following the
Closing Date and are also subject to the Acceleration Right. In
addition, following the successful completion of the Financing, it is
expected that a new director will be appointed to the Board of
Directors, such nominee being a representative of one of the purchasers
in the Financing.
About PetroSands Resources (Canada) Inc.
PetroSands Resources (Canada) Inc. is a dynamic new publicly traded
junior oil and gas company focused on exploration and development of
oil and natural gas in Alberta and Saskatchewan. The Company is focused
on strategic acquisitions within its core areas that aggressively
expand production, cash flow and reserves. The Company holds sizeable
undeveloped lands in Alberta and Saskatchewan. The Company currently
has approximately 23.2 million common shares outstanding. PetroSands'
shares are listed on the TSX-V under the trading symbol "PCA".
Forward-Looking Statements and Information: The forward-looking statements contained in this document are based on
certain key expectations and assumptions made by PetroSands, including:
(i) with respect to the anticipated closing dates of the Financing, use
of proceeds of the Financing and the listing of the Common Shares,
expectations and assumptions concerning timing of receipt of required
regulatory approvals and third party consents and the satisfaction of
other conditions to the completion of the Financing and the listing of
said securities and (ii) with respect to the anticipated exploration
and development opportunities, anticipated 2011 capital expenditures,
expectations and assumptions concerning the success of future
exploration and development activities, the performance of existing
wells, the performance of new wells and prevailing commodity prices.
Although PetroSands 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
PetroSands 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. These include, but are not
limited to, the failure to obtain necessary regulatory approvals or
satisfy the conditions to closing the Financing, risks associated with
the oil and gas industry in general (e.g., operational risks in
development, exploration and production; delays or changes in plans
with respect to exploration or development projects or capital
expenditures, the uncertainty of reserve estimates, the uncertainty of
estimates and projections relating to production, costs and expenses,
and health, safety and environmental risks), commodity price and
exchange rate fluctuations and uncertainties resulting from potential
delays or changes in plans with respect to exploration or development
projects or capital expenditures. Certain of these risks are set out in
more detail in PetroSands' Management Discussion and Analysis which has
been filed on SEDAR and can be accessed at www.sedar.com.
The forward-looking statements contained in this document are made as of
the date hereof and PetroSands 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.
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.
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 news
ON BEHALF OF THE BOARD OF DIRECTORS
SOURCE PetroSands Resources (Canada) Inc.
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