/NOT FOR DISTRIBUTION IN THE UNITED STATES OR DISSEMINATION OVER UNITED
STATES WIRE SERVICES/
CALGARY, Oct. 31, 2013 /CNW/ - Twin Butte Energy Ltd. (TSX: TBE) ("Twin Butte" or the "Company") is pleased to announce that it has completed its previously announced
bought deal financing (the "Offering"). Twin Butte, through a syndicate of underwriters led by Peters & Co.
Limited ("Peters & Co.") and including National Bank Financial Inc., Canaccord Genuity Corp.,
CIBC World Markets Inc., Cormark Securities Inc., GMP Securities L.P.,
Raymond James Ltd., Scotia Capital Inc., RBC Dominion Securities Inc.,
TD Securities Inc. and Paradigm Capital Inc. (collectively, the "Underwriters"), issued a total of 35,898,000 subscription receipts ("Subscription Receipts") at a price of $1.95 per Subscription Receipt for gross proceeds of
approximately $70 million.
Each Subscription Receipt represents the right to acquire, without
payment of additional consideration or further action, one common share
of Twin Butte (a "Common Share") upon closing of the previously announced acquisition of all the
issued and outstanding class "A" common shares of Black Shire Energy
Inc. ("Black Shire") pursuant to a plan of arrangement (the "Acquisition"). The Acquisition is expected to be completed on or about November 5,
2013 and is subject to certain closing conditions, including the
receipt of all required regulatory approvals.
The gross proceeds from the sale of the Subscription Receipts have been
placed in escrow pending closing of the Acquisition. If all outstanding
conditions to the completion of the Acquisition (other than payment of
the purchase price) are met on or before 5:00 p.m. (Calgary time) on
November 5, 2013, subject to extension to December 18, 2013 by Peters &
Co. in its sole discretion (acting reasonably), the escrowed funds
(less the balance of the Underwriters' commission and the interest
earned thereon) and the interest earned thereon will be released to
Twin Butte to fund, in part, the cash consideration for the
Acquisition. In addition, holders of Subscription Receipts become
entitled to receive an amount per Subscription Receipt equal to the
amount per Common Share of any cash dividends for which record dates
have occurred during the period from and including the date hereof to
the date immediately preceding the date the underlying Common Shares
are issued pursuant to the Subscription Receipts. If holders of
Subscription Receipts become entitled to receive Common Shares, the
escrow agent and Twin Butte will pay this dividend equivalent payment,
if any, to holders on the later of the date the Common Shares are
issued pursuant to the Subscription Receipts and the date such dividend
is paid to holders of Common Shares.
If the Acquisition is not completed on or before November 5, 2013,
subject to extension to December 18, 2013 by Peters & Co. in its sole
discretion (acting reasonably), if the agreement governing the
Acquisition is terminated in accordance with its terms at any earlier
time, or if Twin Butte has advised the Underwriters or announced to the
public that it does not intend to proceed with the Acquisition, holders
of Subscription Receipts shall receive the full subscription price
attributable to the Subscription Receipts together with any interest
that was earned thereon during the term of escrow.
It is anticipated that the Subscription Receipts will be listed and
posted for trading on the Toronto Stock Exchange under the symbol TBE.R
at the open of markets today.
This news release is not an offer of the securities for sale in the
United States. The securities have not been 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 an exemption from
registration. This news 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 state in which such offer, solicitation or sale
would be unlawful.
About Twin Butte
Twin Butte is a growing, value oriented intermediate producer with a
significant low risk, high rate of return drilling inventory focused on
large original oil in place medium and heavy oil pool exploitation.
With a stable low decline production base, Twin Butte is well
positioned to live within cash flow while providing shareholders a
sustainable dividend and moderate per share production growth potential
over both the short and long term. Twin Butte is committed to
continually enhance its asset quality while focusing on the
sustainability of its dividend. The Twin Butte Shares are listed on
the TSX under the symbol "TBE".
In the interest of providing Twin Butte's shareholders and potential
investors with information regarding Twin Butte, including management's
assessment of the future plans and operations of Twin Butte, certain
statements contained in this news release constitute forward-looking
statements or information (collectively "forward-looking statements")
within the meaning of applicable securities legislation.
Forward-looking statements are typically identified by words such as
"anticipate", "continue", "estimate", "expect", "forecast", "may",
"will", "project", "could", "plan", "intend", "should", "believe",
"outlook", "potential", "target" and similar words suggesting future
events or future performance. In particular, this news release
contains, without limitation, forward-looking statements pertaining to
the following: expectations of management regarding the timing of
completion of the Acquisition, the use of proceeds of the Offering and
the entitlement and payment of a dividend equivalent payment to holders
of Subscription Receipts.
With respect to forward-looking statements contained in this news
release, Twin Butte has made assumptions regarding, among other things:
Twin Butte's ability to obtaining the necessary regulatory approvals,
including under the Competition Act (Canada) and satisfaction of the
other conditions to complete the Acquisition; and the anticipated
timeframe to complete the Acquisition.
Although Twin Butte believes that the expectations reflected in the
forward-looking statements contained in this news release, and the
assumptions on which such forward-looking statements are made, are
reasonable, there can be no assurance that such expectations will prove
to be correct. Readers are cautioned not to place undue reliance on
forward-looking statements included in this news release, as there can
be no assurance that the plans, intentions or expectations upon which
the forward-looking statements are based will occur. By their nature,
forward-looking statements involve numerous assumptions, known and
unknown risks and uncertainties that contribute to the possibility that
the predictions, forecasts, projections and other forward-looking
statements will not occur, which may cause Twin Butte's actual
performance and financial results in future periods to differ
materially from any estimates or projections of future performance or
results expressed or implied by such forward-looking statements. These
risks and uncertainties include, among other things, the following:
that the Acquisition may not close when planned or at all; the failure
of Twin Butte and/or Black Shire to obtain the necessary regulatory and
other third party approvals required in order to proceed with the
Acquisition; and the other factors described under "Risk Factors" in
Twin Butte's most recently filed Annual Information Form available in
Canada at www.sedar.com. Readers are cautioned that this list of risk factors should not be
construed as exhaustive.
The forward-looking statements contained in this news release speak only
as of the date of this news release. Except as expressly required by
applicable securities laws, Twin Butte does not undertake any
obligation to publicly update or revise any forward looking statements,
whether as a result of new information, future events or otherwise. The
forward-looking statements contained in this news release are expressly
qualified by this cautionary statement.
SOURCE: Twin Butte Energy Ltd.
For further information:
Twin Butte Energy Ltd.
President and Chief Executive Officer
Tel: (403) 215-2040
Fax: (403) 215-2055
R. Alan Steele
Vice President, Finance, Chief Financial Officer and Corporate Secretary
Tel: (403) 215-2692
Fax: (403) 215-2055