/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
CALGARY, Sept. 18, 2012 /CNW/ - TriOil Resources Ltd. ("TriOil" or the
"Company" - TSXV: TOL) is pleased to announce that it has entered into
an agreement with a syndicate of underwriters led by Canaccord Genuity
Corp. and GMP Securities L.P. and including Dundee Securities Ltd., TD
Securities Inc., AltaCorp Capital Inc., Haywood Securities Inc.,
Cormark Securities Inc., Raymond James Ltd., and Desjardins Securities
Inc. (collectively the "Underwriters"), which have agreed to purchase,
on a bought deal basis, 7,845,000 common shares of TriOil (the "Common
Shares") at a price of $2.55 per Common Share and 1,667,000 common
shares to be issued on a "flow-through" basis (the "Flow-Through
Shares") at a price of $3.00 per Flow-Through Share, for aggregate
gross proceeds of $25,005,750 (the "Offering").
The Company will grant the Underwriters an option to purchase up to 15%
in additional shares (the "Over-Allotment Shares" and together with the
Offering shares, the "Shares") or flow-through common shares (the
"Over-Allotment Flow-Through Shares" and together with the Offering
Flow-Through Shares, the "Flow-Through Shares") of the Company, in any
combination of Over-Allotment Shares or Over-Allotment Flow-Through
Shares (the "Over-Allotment Option" and together with the Underwritten
Offering, the "Offering") exercisable 30 days prior to the Closing Date
to cover over-allotments, if any.
TriOil will use the net proceeds from the Offering to expand and
accelerate its capital program focused on the Company's Cardium light
oil drilling program at Lochend and the emerging Dunvegan light oil
resource play at Kaybob, as well as for general corporate purposes.
Closing of the Offering is expected to occur on or about October 4, 2012
and is subject to certain conditions including, but not limited to, the
receipt of all necessary approvals including the approval of the TSX
TriOil is a Calgary, Alberta based company engaged in the exploration,
development and production of petroleum and natural gas. TriOil has
approximately 53.2 million common shares issued and outstanding (59.4
million fully diluted). The common shares of TriOil trade on the TSX
Venture Exchange under the symbol TOL.
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 TriOil. Although TriOil 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 TriOil 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 TriOil 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 TriOil might change if the board of
directors of TriOil determines that it would be in the best interests
of TriOil to deploy the proceeds for some other purpose.
The forward-looking statements contained in this press release are made
as of the date hereof and TriOil 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: TriOil Resources Ltd.
For further information:
Russell J. Tripp, President & CEO, TriOil Resources Ltd.; Cheryne Lowe, VP Finance & CFO, TriOil Resources Ltd.; Andrew Wiacek, VP Exploration, TriOil Resources Ltd.; Corporate Phone: (403) 265-4115.