/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE
CALGARY, July 3, 2013 /CNW/ - Surge Energy Inc. ("Surge" or the
"Company") (TSX: SGY) is pleased to announce the closing of its
previously announced $247.5 million equity financing.
The financing was completed in connection with the previously announced
acquisition (the "Acquisition") by the Company of certain assets in
Saskatchewan. The Company issued 15,000,000 units ("Units") of the
Company on a "bought deal" basis at a price of $15.00 per Unit, for
gross proceeds of $225 million as part of a "bought deal" financing
with a syndicate of underwriters led by Macquarie Capital Markets
Canada Ltd. and including GMP Securities L.P., National Bank Financial
Inc., CIBC World Markets Inc., TD Securities Inc., Scotia Capital Inc.,
FirstEnergy Capital Corp., Dundee Securities Ltd. and Cormark
Securities Inc. Each Unit was comprised of one common share ("Common
Share") of the Company at a price of $5.00 per Common Share and two
subscription receipts ("Subscription Receipts") at a price of $5.00 per
Subscription Receipt of the Company. The Underwriters have exercised
their option to purchase up to an additional 4,500,000 Subscription
Receipts, for proceeds of an additional $22.5 million. The gross
proceeds from the sale of Subscription Receipts are being held in
escrow pending the satisfaction of all conditions to the completion of
the Acquisition, provided that the closing date of the Acquisition is
on or before September 30, 2013, at which time each Subscription
Receipt will entitle the holder to receive a Common Share, without
further payment or action on the part of the holder, upon the closing
of the Acquisition. If the Acquisition is not completed on or before
September 30, 2013 or is terminated at an earlier time, holders of
Subscription Receipts will receive, for each Subscription Receipt held,
a cash payment equal to the Subscription Receipt offering price and any
interest earned thereon during the term of the escrow. It is
anticipated that the Subscription Receipts will be listed and posted
for trading on the Toronto Stock Exchange under the symbol SGY.R at the
open of markets today, until the conversion of the Subscription
Receipts into Common Shares is completed. The gross proceeds from the
issuance of Common Shares will be used to pay down debt and for general
corporate purposes and the gross proceeds from the issuance of
Subscription Receipts will be used to partially fund the Acquisition.
The financing was completed by way of a short form prospectus in all of
the provinces of Canada and on a private placement basis in the United
States pursuant to exemptions from the registration requirements of the
U.S securities laws.
FORWARD LOOKING STATEMENTS:
This press release contains forward-looking statements. More
particularly, this press release contains statements concerning the
anticipated completion of the Acquisition, the conversion of the
Subscription Receipts into Common Shares and the timing thereof, the
listing of the Subscription Receipts on the TSX and use of the proceeds
from the financing.
The forward-looking statements are based on certain key expectations and
assumptions made by Surge, including anticipated expenses, cash flow
and capital expenditures, expectations and assumptions concerning the
performance of existing wells and success obtained in drilling new
wells, and the application of regulatory and royalty regimes.
Although Surge 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 Surge
can give no assurance that they will prove to be correct. Since
forward-looking statements address future events and conditions, by
their very nature they involve inherent risks and uncertainties. Actual
results could differ materially from those currently anticipated due to
a number of factors and risks. These include, but are not limited to,
risks associated with the oil and gas industry in general (e.g.,
operational risks in development, exploration and production; delays or
changes in plans with respect to exploration or development projects or
capital expenditures; the uncertainty of reserve estimates; the
uncertainty of estimates and projections relating to production, costs
and expenses, and health, safety and environmental risks), commodity
price and exchange rate fluctuations and uncertainties resulting from
potential delays or changes in plans with respect to exploration or
development projects or capital expenditures. Certain of these risks
are set out in more detail in Surge's Annual Information Form which has
been filed on SEDAR and can be accessed at www.sedar.com.
The forward-looking statements contained in this press release are made
as of the date hereof and Surge 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.
This news release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities in the United States. The
securities have not been 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 may not be offered or sold within the
United States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
Neither the TSX nor its Regulation Services Provider (as that term is
defined in the policies of the TSX) accepts responsibility for the
adequacy or accuracy of this release.
SOURCE: Surge Energy Inc.
For further information:
President and CEO
Surge Energy Inc.
Phone: (403) 930-1507
Fax: (403) 930-1011
Surge Energy Inc.
Phone: (403) 930-1021
Fax: (403) 930-1011