/NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
TSX-V, LSE-AIM: XEL
TORONTO, June 13, 2012 /CNW/ - Xcite Energy announces that it has agreed
a private placement of 30,000,000 units (the "Placing") with Global Resource Funding Partners LLC ("Global Resource"), based in Boston Massachusetts.
The financing made available from the Placing will further strengthen
the Company's balance sheet at an important time in the development of
the Bentley field.
In addition, the private placement provides for a subscription of
further units by Global Resource by mutual agreement of the parties.
Rupert Cole, Chief Financial Officer, commented:
"We are very pleased to welcome Global Resource as a shareholder at this
important time for the Company. Against a backdrop of challenging
economic and market conditions, this further strengthens our balance
sheet and provides important flexibility as we move ahead with the
field development work programme towards first oil on Bentley."
The Placing will occur in three stages. The first stage, which closed
today, provides the Company with gross proceeds of £6.43 million
(C$10.28 million) through the issuance of 8,000,000 units (each, a "Unit") at a price of £0.8044 per Unit.
Each Unit in the first tranche comprises one ordinary share in the
capital of the Company (a "Share") and one-half of one ordinary share purchase warrant (a "Warrant"). Each whole Warrant issued pursuant to the first tranche of the
Placing is exercisable for one additional Share at 120% of the Unit
price per share for three years from the date of issue. The exercise
price of the Warrants issued in the first stage of the Placing is
The completion of the second and third stages of the Placing, which will
comprise 10,000,000 Units and 12,000,000 Units respectively, will be
completed at any time between 20 and 55 business days from the date of
this first stage.
The price per Unit of the second and third stages of the Placing will be
equal to a 10% discount to the average of the ten daily volume weighted
average prices ("VWAP") of the Shares on the AIM market of London Stock Exchange plc ("AIM") ending two trading days prior to the closing of the second and third
stage, respectively, and subject to the private placement pricing
parameters of the TSX Venture Exchange (the "TSX-V"). In the event the TSX-V policies on Discounted Market Price affect
the pricing of any tranche of the Placing, the parties have agreed a
mechanism by which the value of subsequent tranches can be adjusted.
The Warrants are subject to a forced exercise provision at the Company's
(i) the VWAP per Share on AIM for 15 consecutive trading days on
average is greater than 170% of the applicable exercise price, and;
(ii) the average daily trading volume of the Shares on AIM during
such 15 consecutive trading days is greater than 1,000,000 Shares per
If such criteria are met, the Company may require Global Resource to
exercise the Warrants within 10 business days from the date of such
notice or the Warrants will lapse.
Octagon Capital Corporation ("Octagon") acted as advisor to the Company with respect to the Placing. A fee in
the amount of 4.5% of the gross proceeds of each stage of the Placing
is payable by the Company to Octagon at closing of each of the
respective stages of the Placing.
The closing of each stage of the Placing is subject to final acceptance
from the TSX-V. Except in accordance with Canadian securities laws and
with the prior written approval of the TSX-V, the Shares underlying the
Units and the Shares issuable upon exercise of the Warrants may not be
sold or otherwise traded on or through the facilities of the TSX-V or
otherwise in Canada or to or for the benefit of a Canadian resident
until the date that is four months and one day from the date of issue.
Application has been made for admission to AIM of the 8,000,000 Shares
underlying the Units issued in the first stage of the Placing ("Admission"), and dealings are expected to commence on 14 June 2012. The Shares
shall rank pari passu in all respects with the Company's existing issued ordinary shares of
no par value. At Admission, Global Resource will hold 3.13% of the
Company's current issued share capital, together with 4,000,000
Total Voting Rights
Following Admission, the Company's enlarged issued share capital will
comprise 255,693,630 Shares with one voting right per share. There are
no shares held in treasury. The total number of voting rights in the
Company is therefore 255,693,630. At Admission there will be a total of
11,947,647 outstanding warrants to subscribe for Shares.
This figure of 255,693,630 Shares may be used by shareholders in the
Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change
in their interest in, the share capital of the Company under the
Financial Service Authority's Disclosure and Transparency Rules.
This press release shall not constitute an offer for sale of the
securities referenced herein in the United States. The securities
offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws and may not be offered or
sold in the United States absent registration or an exemption from
those registration requirements.
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.
Certain statements contained in this announcement constitute
forward-looking information within the meaning of securities laws.
Forward-looking information may relate to the Company's future outlook
and anticipated events or results and, in some cases, can be identified
by terminology such as "may", "will", "should", "expect", "plan",
"anticipate", "believe", "intend", "estimate", "predict", "target",
"potential", "continue" or other similar expressions concerning matters
that are not historical facts. These statements are based on certain
factors and assumptions including expected growth, results of
operations, performance and business prospects and opportunities. While
the Company considers these assumptions to be reasonable based on
information currently available to us, they may prove to be incorrect.
Forward-looking information is also subject to certain factors,
including risks and uncertainties that could cause actual results to
differ materially from what we currently expect. These factors include
risks associated with the oil and gas industry (including operational
risks in exploration and development and uncertainties of estimates oil
and gas potential properties), the risk of commodity price and foreign
exchange rate fluctuations and the ability of Xcite Energy to secure
financing. Additional information identifying risks and uncertainties
are contained in the Company's annual information form dated October
26, 2010 and in the interim Management's Discussion and Analysis for
Xcite Energy for the three months ended 31 March 2012 filed with the
Canadian securities regulatory authorities and available at
www.sedar.com. The Company disclaims any intention or obligation to
update or revise any forward-looking statements whether as a result of
new information, future events or otherwise, except as required under
applicable securities regulations.
SOURCE Xcite Energy Limited
For further information:
Xcite Energy Limited
+44 (0) 1483 549 063
Chief Executive Officer
Chief Financial Officer
Oriel Securities (Joint Broker and Nomad)
+44 (0) 207 710 7600
Morgan Stanley (Joint Broker)
+44 (0) 207 425 8000
Pelham Bell Pottinger
+44 (0) 207 861 3232
Paradox Public Relations
+1 514 341 0408
Global Resource Funding Partners LLC
+1 617 778 7759