/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./
CALGARY, Feb. 9 /CNW/ - Avere Energy Inc. ("Avere" or the "Company") is pleased to announce that the Company shall conduct a private placement of up to 16,000,000 units of the Company (the "Units") at a price of $0.45 per Unit to raise gross proceeds of $7,200,000 (the "Offering") in conjunction with the Company's Reactivation on the TSX Venture Exchange as a Tier 2 Oil and Gas Issuer, as originally referenced in its news release dated January 26, 2010. Each Unit will consist of one common share of the Company ("Common Share") and one-half of one warrant ("Warrant") to purchase one additional Common Share at a price of $0.56 per Common Share for a period of two years from completion of the Offering. Finders' fees will be payable in connection with the Offering.
The proceeds of the Offering will be used to pay for the farm-in and drilling obligations of the Company in connection with its farm-in on an undeveloped Haynesville shale gas prospect located in the state of Mississippi, to pay for at minimum a subsequent development well on the property and a seismic acquisition program. As well, the proceeds will provide the Company with sufficient working capital to complete its Reactivation and will be used for general corporate purposes.
Closing of the Offering shall occur in conjunction with the Company's Reactivation and is subject to certain conditions, including but not limited to, receipt of all necessary securities regulatory approvals, including the approval of the TSX Venture Exchange.
REACTIVATION AND CHANGE OF BUSINESS
The Company's Reactivation will constitute a Change of Business in accordance with the policies of the Exchange. Completion of the Reactivation is subject to a number of conditions, including Exchange acceptance, shareholder approval, the completion of the Offering, and the entering into of a formal farm-in agreement. The Reactivation cannot close until the required shareholder approval is obtained. There can be no assurance that the Reactivation will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the Reactivation, any information released or received with respect to the Reactivation may not be accurate or complete and should not be relied upon. Trading in the securities of Avere Energy Inc. should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Reactivation and has neither approved nor disapproved the contents of this press release.
INVESTOR PRESENTATION AVAILABLE ON WEBSITE
The Company's Investor Presentation, detailing the business plan and specifics surrounding the Haynesville Mississippi Project, has been posted to the company's website.
ABOUT AVERE ENERGY INC.
Avere Energy Inc. trades on the TSX Venture Exchange under the symbol AVO.H-V.
Avere is an emerging exploration and production company focused on unconventional natural gas resources such as shale gas, coalbed methane and tight sandstone reservoirs. Avere is aggressive in its exploration and evaluation of unconventional natural gas opportunities in North America, providing shareholders with exposure to the continent's future energy supply. This strategy will leverage new technologies with our innovative approach to prospect identification and characterization.
Forward Looking Statements: This Company's news release contains certain "forward looking" statements and information relating to the Company that are based on the beliefs of the Company's management as well as assumptions made by and information currently available to the Company's management. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitations competitive factors, general economic conditions, customer relations, relationships with vendors and strategic partners, the interest rate, environment, governmental regulation and supervision, seasonality, technological change, changes in industry practices, and one-time events. Should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein.
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 NEWS RELEASE.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The Units have not 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 many not be offered or sold in the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable states securities laws.
SOURCE AVERE ENERGY INC.
For further information: For further information: Quinton Rafuse, President and CEO, telephone: (403) 452-4910, fax: 1-888-236-6865, email: email@example.com, website: avereenergy.com