/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 LAW/
CALGARY, Jan. 29 /CNW/ - Breaker Energy Ltd. (TSX: WAV) ("Breaker" or the
"Company") is pleased to announce that it has entered into an agreement with a
syndicate of underwriters led by CIBC World Markets Inc. and including
FirstEnergy Capital Corp., Wellington West Capital Markets Inc., BMO Capital
Markets, Scotia Capital Inc., Dundee Securities Corp., Canaccord Capital
Corp., and Tristone Capital Inc. (the "Underwriters") under which they have
agreed to purchase for resale to the public, on a bought deal basis, 4,660,000
Class A shares ("Class A Shares") at $3.22 each for aggregate gross proceeds
of $15,005,200. The Underwriters will have the option to purchase up to an
additional 15 percent of the total issue of Class A Shares, exercisable in
whole or in part at the sole discretion of the Underwriters up to 30 days
after the closing date, at the issue price. The Underwriters will receive a
fee equal to 5 percent of the gross proceeds of the offering.
Proceeds from the sale of the Class A Shares will be used to reduce
indebtedness, fund Breaker's on-going capital expenditure program and for
general corporate purposes.
The Class A Shares shall be offered in all provinces of Canada (other
than Quebec) by way of short form prospectus and in the U.S. on a private
placement basis pursuant to exemptions from registration requirements. The
closing of the offering is expected to occur on February 18, 2009, and is
subject to certain conditions including the approval of the Toronto Stock
Exchange and the receipt of necessary regulatory approvals.
Breaker Energy Ltd. is a junior oil and gas company focused on creating
shareholder value by growing per share production and reserves through
acquisitions and a focused exploration, development and exploitation plan.
Breaker trades on the TSX under the symbol WAV. Breaker has 41.0 million Class
A Shares and 3.8 million Options outstanding as at January 29, 2009.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities of Breaker within the United
States. The securities of Breaker have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "1933 Act"),
or any state securities laws. Accordingly, the shares may not be offered or
sold in the United States or to U.S. persons (as such terms are defined in
Regulation S under the 1933 Act) unless registered under 1933 Act and
applicable state securities laws or an exemption from such registration is
This press release contains forward-looking statements. More
particularly, this press release contains statements concerning the
anticipated closing date of the offering. The forward-looking statements are
based on certain key expectations and assumptions made by Breaker, including
the anticipated receipt of regulatory approvals and the approval of the TSX.
Although Breaker 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 Breaker can give no
assurance that they will prove to be correct. The closing of the offering
could be delayed or the offering may not close at all if the required
approvals are not obtained on a timely basis or some other condition to the
offering is not satisfied.
The forward-looking statements contained in this press release are made
as of the date hereof and Breaker 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.
The TSX does not accept responsibility for the adequacy or accuracy of
For further information:
For further information: Dan O'Neil, President & Chief Executive
Officer, (403) 215-5264; or Max Lof, Vice President, Finance & Chief Financial
Officer, (403) 215-5264, firstname.lastname@example.org, www.breakerenergy.com