/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE
CALGARY, Nov. 28, 2013 /CNW/ - Surge Energy Inc. ("Surge" or the
"Company") (TSX: SGY) is pleased to announce that it has closed the
previously announced financing detailed in the Company's press release
dated November 6, 2013.
The financing was completed in connection with the previously announced
acquisition (the "Acquisition") by the Company of certain assets in
Alberta. The Company issued 8,400,000 subscription receipts of the
Company ("Subscription Receipts") at a price of $6.55 per subscription
receipt, for gross proceeds of $55,020,000 as part of a "bought deal"
financing with a syndicate of underwriters led by Macquarie Capital
Markets Canada Ltd. and including GMP Securities LP, National Bank
Financial Inc., CIBC World Markets Inc., Scotia Capital Inc., Dundee
Securities Ltd., FirstEnergy Capital Corp., Cormark Securities Inc., TD
Securities Inc. and Raymond James Ltd. The Underwriters have exercised
their option to purchase an additional 1,260,000 Subscription Receipts
for additional proceeds of $8,253,000. The gross proceeds from the sale
of Subscription Receipts are being held in escrow pending the
satisfaction of all conditions to the completion of the Acquisition,
provided that the closing date of the Acquisition is on or before
December 30, 2013, at which time each Subscription Receipt will entitle
the holder to receive one common share ("Common Share") in the capital
of Surge, without further payment or action on the part of the holder,
upon the closing of the Acquisition. If the Acquisition is not
completed on or before December 30, 2013 or is terminated at an earlier
time, holders of Subscription Receipts will receive, for each
Subscription Receipt held, a cash payment equal to the Subscription
Receipt offering price and any interest earned thereon during the term
of the escrow. It is anticipated that the Subscription Receipts will be
listed and posted for trading on the Toronto Stock Exchange under the
symbol "SGY.N" at the open of markets today, until the conversion of
the Subscription Receipts into Common Shares is completed. The net
proceeds from the issuance of Subscription Receipts will be used to
partially fund the Acquisition. Closing of the Acquisition is expected
to occur on December 3, 2013.
The financing was completed by way of a short form prospectus in all of
the provinces of Canada, other than Quebec and on a private placement
basis in the United States pursuant to exemptions from the registration
requirements of the U.S securities laws.
FORWARD LOOKING STATEMENTS:
This press release contains forward-looking statements. More
particularly, this press release contains statements concerning the
anticipated completion of the Acquisition, the conversion of the
Subscription Receipts into Common Shares and the timing thereof, the
listing of the Subscription Receipts on the Toronto Stock Exchange and
use of the proceeds from the financing.
The forward-looking statements are based on certain key expectations and
assumptions made by Surge, including expectations and assumptions
concerning the performance of existing wells and success obtained in
drilling new wells, anticipated expenses, cash flow and capital
expenditures and the application of regulatory and royalty regimes.
Although Surge 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 Surge
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,
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 Surge's Annual Information Form for the
year ended December 31, 2012 which has been filed on SEDAR and can be
accessed at www.sedar.com.
The forward-looking statements contained in this press release are made
as of the date hereof and Surge 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.
This news release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities in the United States. The
securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act")
or any state securities laws and may not be offered or sold within the
United States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
Neither the TSX nor its Regulation Services Provider (as that term is
defined in the policies of the TSX) accepts responsibility for the
adequacy or accuracy of this release.
SOURCE: Surge Energy Inc.
For further information:
Chairman, President and CEO
Surge Energy Inc.
Phone: (403) 930-1507
Fax: (403) 930-1011
Surge Energy Inc.
Phone: (403) 930-1021
Fax: (403) 930-1011