/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES
CALGARY, Oct. 3, 2013 /CNW/ - Pine Cliff Energy Ltd. ("Pine Cliff" or the "Corporation") (TSX Venture: PNE) is pleased to announce that in connection with its previously
announced marketed offering of common shares in the capital of Pine
Cliff ("Common Shares"), it has entered into an underwriting agreement (the "Underwriting Agreement") with a syndicate of underwriters, providing for the purchase and sale
of 18,200,000 Common Shares at a price of $1.10 per Common Share (the "Offering Price") for gross proceeds of approximately $20,020,000 (the "Offering"). The Offering Price represents a 2.65% discount to the October 2,
2013 closing price of Pine Cliff's common shares on the TSX Venture
Exchange, being $1.13 per common share. Closing of the Offering is
expected to occur on or about October 17, 2013.
In connection with the Offering, Pine Cliff filed a preliminary short
form prospectus on October 2, 2013 (the "Preliminary Prospectus") in each of the Provinces of British Columbia, Alberta, Saskatchewan,
Manitoba and Ontario and the Preliminary Prospectus is available on
SEDAR at www.sedar.com.
The Offering is being conducted through a syndicate of underwriters led
by Paradigm Capital Inc., and including Clarus Securities Inc.,
AltaCorp Capital Inc., FirstEnergy Capital Corp., GMP Securities L.P.,
Haywood Securities Inc., Jennings Capital Inc. and Scotia Capital Inc.
(collectively, the "Underwriters").
The net proceeds from the Offering will be used to initially reduce
indebtedness under Pine Cliff's credit facility and for general
corporate purposes. Pine Cliff is a growth oriented oil and gas
company that has been actively acquiring material asset positions in
the Western Canadian Sedimentary Basin ("WCSB") to enlarge its current core areas and create new core areas of
production with significant reserves and drilling inventories. It is
the intent of Pine Cliff to continue this strategy. The repayment of
the outstanding indebtedness under the credit facility with the net
proceeds from the Offering will enable Pine Cliff to continue to pursue
opportunities that it feels fit within this strategy. Pine Cliff
believes that having capital available (through borrowings under its
credit facility or otherwise) to pursue its strategy will permit it to
be in a position to act quickly if any such opportunities arise.
The closing of the Offering is subject to certain conditions including,
but not limited to, the receipt of all necessary third party and
regulatory approvals, including the approval of the TSX Venture
This press release does not constitute an offer to sell or a
solicitation of any offer to buy the Common Shares in the United
States. The Common Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States absent
registration under, or an applicable exemption from the registration
requirements of, the U.S. Securities Act.
A Preliminary Prospectus containing important information relating to
these securities has been filed with securities commissions or similar
authorities in certain jurisdictions of Canada. The Preliminary
Prospectus is still subject to completion or amendment. Copies of the
Preliminary Prospectus may be obtained from Paradigm Capital Inc.,
Clarus Securities Inc., AltaCorp Capital Inc., FirstEnergy Capital
Corp., GMP Securities L.P., Haywood Securities Inc., Jennings Capital
Inc. and Scotia Capital Inc. There will not be any sale or acceptance
of an offer to buy the securities until a receipt for the final short
form prospectus has been issued.
Cautionary Statement Regarding Forward-Looking Information and
Certain statements included herein that contain words such as "believe",
"expects", "expected", "will", "intends", "projects", "projected",
"anticipates", "estimates", "continues", and similar expressions and
statements that are not related to historical facts constitute
forward-looking information or statements under securities laws. In
particular, the forward-looking information and statements herein
include, but are not limited to, anticipated use of the net proceeds of
the Offering, statements regarding the business strategy of Pine
Cliff, the anticipated closing date of the Offering and the growth of
Pine Cliff's business and operations. Pine Cliff believes the
expectations reflected in such forward-looking statements are
reasonable but no assurance can be given that these expectations will
prove to be correct and such forward-looking statements should not be
unduly relied upon. Forward-looking statements are not guarantees of
future performance and involve a number of risks and uncertainties some
of which are described in Pine Cliff's annual report, annual
information form and other continuous disclosure documents. Such
forward-looking statements necessarily involve known and unknown risks
and uncertainties and other factors, which may cause Pine Cliff's
actual performance and financial results in future periods to differ
materially from any projections of future performance or results
expressed or implied by such forward-looking statements. Such factors
include, but are not limited to: timely receipt of required securities
and regulatory approvals; general economic, market and business
conditions; industry capacity; competitive action by other companies;
refining and marketing margins; the ability of suppliers to meet
commitments; actions by governmental authorities including increases in
taxes; changes in environmental and other regulations; and other
factors, many of which are beyond the control of Pine Cliff. Any
forward-looking statements are made as of the date hereof and Pine
Cliff does not undertake any obligation, except as required under
applicable law, to publicly update or revise such statements to reflect
new information, subsequent or otherwise.
The forward-looking information contained in this news release is
expressly qualified by this cautionary statement. This news release
should not be considered a suitable source of information for readers
who are unfamiliar with Pine Cliff and should not be considered in any
way as a substitute for reading all of Pine Cliff's public disclosure.
About Pine Cliff Energy Ltd.
Pine Cliff is a growth orientated oil and gas exploration and production
company seeking to acquire material asset positions in the WCSB to
enlarge its current core areas and create new core areas of production
with significant reserves and drilling inventories. The Corporation's
vision is to deliver long-term value to the holder of Common Shares by
building a portfolio of high-return assets for future growth focusing
on counter cyclical natural gas opportunities while also accelerating
current oil and liquids drilling and optimization opportunities.
Through its wholly-owned subsidiary, Geomark Exploration Ltd., Pine
Cliff is also engaged in the business of exploring for precious
metals. For more information please visit www.pinecliffenergy.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
SOURCE: Pine Cliff Energy Ltd.
For further information:
George F. Fink - Executive Chairman
Philip B. Hodge - President and CEO
Kirsten Lankester - Manager, Investor Relations
Telephone: (403) 269-2289