/NOT FOR ISSUE IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES/
CALGARY, Sept. 17 /CNW/ - Vast Exploration Inc. ("Vast" or the "Company") (TSX-V: VST), is pleased to announce that it has entered into an agreement with a syndicate of underwriters co-led by Canaccord Capital Inc. and GMP Securities L.P. and including Haywood Securities Inc. and Genuity Capital Markets (collectively the "Underwriters") which have agreed to purchase, on a bought deal basis, 20,000,000 special warrants of Vast at a price of $0.75 per special warrant, for aggregate gross proceeds of $15,000,000.
In addition, the Underwriters have been granted an over-allotment option, which may be exercised until closing of the offering (the "Closing"), to purchase up to 13,400,000 additional special warrants at a price of $0.75 per special warrant. If the over-allotment is fully exercised, gross proceeds from the offering will be approximately $25,000,000.
Each special warrant will entitle the holder thereof to receive one common share of the Company on the exercise or deemed exercise of the special warrant. The special warrants will be exercisable by the holder at any time after the Closing for no additional consideration and all unexercised special warrants will be deemed to be exercised on the earlier of (a) four months and a day following the Closing, and (b) the third business day after a receipt is issued for a final prospectus by the securities regulatory authorities in each of the Provinces where the special warrants are sold qualifying the common shares to be issued upon the exercise of the special warrants. The Company shall use its reasonable best efforts to obtain such receipt for a final exercise of the special warrants within 30 days of Closing. Until the receipt is issued for such prospectus, the special warrants as well as the common shares issuable upon exercise thereof will be subject to a four month hold period under applicable Canadian securities laws.
Vast intends to use the net proceeds from the Offering to further fund its commitments and exploration program on the Qara Dagh block and for general corporate purposes. The Underwriters are entitled to receive a cash commission equal to 6% of the gross proceeds raised from the Offering and will be issued compensation options that will entitle them to acquire that number of Vast common shares that is equal to 6% of the special warrants sold under the Offering for a period of 12 months from the closing date.
The offering is scheduled to close on or about October 8, 2009 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange and the securities regulatory authorities.
This news release does not constitute an offer to sell or a solicitation of any offer to buy the securities in the United States. The securities offered have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of such Act.
About Vast Exploration Inc.
Vast Exploration Inc. is an independent oil and gas company, and a partner of Niko Resources Ltd. Vast is focused on the exploration and development of its principal asset, the Qara Dagh Block, in the Kurdistan region of Iraq. The Qara Dagh Block lies on trend with existing discoveries and is located in the prolific Zagros Fold Belt of Northern Iraq which contains several large fields including the super-giant Kirkuk field.
This press release contains "forward looking information" within the meaning of applicable Canadian securities legislation. Forward looking information includes, but is not limited to, statements with respect to the terms of the financing, the planned use of proceeds, and receipt of all regulatory approvals. Generally, forward looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; the actual results of exploration activities; regulatory risks; ability to attract financing on acceptable terms; and other risks of the oil and gas industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
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
SOURCE VAST EXPLORATION INC.
For further information: For further information: Ahmed S. Said, President and CEO, Tel: (403) 263-3000, Fax: (403) 263-3041, firstname.lastname@example.org, Website: www.vastexploration.com