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CALGARY, June 2 /CNW/ - Spry Energy Ltd. ("Spry" or the "Corporation") announces that it has entered into an agreement with Acumen Capital Finance Partners Limited (the "Underwriter") pursuant to which the Underwriter will purchase, on a bought deal basis for resale, 642,858 common shares ("Common Shares") at a price of $7.00 per Common Share and 187,500 Common Shares to be issued on a "flow-through" basis under the Income Tax Act (Canada) ("Flow-Through Shares") at a price of $8.00 per Flow-Through Share for total gross proceeds of approximately $6,000,000 (the "Offering"). Spry has also granted the Underwriter an option to sell an additional 571,429 Common Shares on a "best efforts" basis at a price of $7.00 per Common Share, for further gross proceeds of approximately $4,000,000, which would increase the Offering to approximately $10,000,000, if fully exercised.
The Corporation intends to use the net proceeds of the private placement of Common Shares to fund the Company's exploration and development program and for general working capital purposes. The proceeds from the sale of the Flow-Through Shares will be used by Spry to incur eligible Canadian exploration expense, which will be renounced to subscribers of Flow-Through Shares effective on or before December 31, 2010.
The Common Shares issued under the private placements will be offered in the Provinces of Alberta, British Columbia, Ontario and in certain other jurisdictions and will be subject to a four month hold period. The closing of the private placement is expected to occur on or about June 15, 2010.
The Common Shares 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 Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Spry is a Calgary, Alberta based Corporation engaged in the exploration, development and production of oil and natural gas.
Forward Looking Statements
This news release contains forward-looking statements relating to the Corporation, the completion of the private placements, timing of closing of the private placements, and the use of proceeds from the private placements. Forward-looking statements typically use words such as "anticipate", "believe", "project", "expect", "plan", "intend" or similar words suggesting future outcomes, statements that actions, events or conditions "may", "would", "could" or "will" be taken or occur in the future.
These forward-looking statements are based on various assumptions including expectations regarding the outlook for petroleum and natural gas prices; estimated amounts and timing of capital expenditures; the timing, location and extent of future operations; anticipated timing and results of capital expenditures; estimates of future production; assumptions concerning the timing of satisfaction of closing conditions of the private placements; the state of the economy and the exploration and production business; results of operations; performance; business prospects and opportunities; future exchange and interest rates; impact of increasing competition; ability to market oil and natural gas successfully and the ability of Spry to access capital. While Spry considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.
By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties and other factors that contribute to the possibility that the predicted outcome will not occur, including, without limitation: risks associated with oil and gas exploration, development, exploitation, production, marketing and transportation; loss of markets; volatility of commodity prices; currency fluctuations; imprecision of reserve estimates; environmental risks; general economic conditions in Canada, the U.S. and globally; delays resulting from or inability to satisfy various closing conditions; and ability to access sufficient capital from internal and external sources. Readers are cautioned that the foregoing list of factors is not exhaustive.
Although Spry believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements and you should not unduly rely on forward-looking statements. The forward-looking statements contained in this news release are made as the date of this news release and the Corporation does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
SOURCE SPRY ENERGY LTD.
For further information: For further information: Kenneth Bowie, President & CEO, Phone: (403) 984-6352, Fax: (403) 265-7010; Bill Lewington, Vice President, Finance & CFO, Phone: (403) 984-6355