Valparaiso Energy Inc. - Private Placement


CALGARY, Sept. 27, 2011 /CNW/ - Valparaiso Energy Inc. (the "Corporation") (NEX: VPO.H) is pleased to announce its intention to proceed with a non-brokered private placement (the "Offering") of up to 12,000,000 units of the Corporation ("Units") at a price of $0.05 per Unit for gross proceeds of up to $600,000. Each Unit is to be comprised of one common share of the Corporation (a "Share") and one common share purchase warrant of the Corporation (a "Warrant"). Each Warrant will be exercisable into an additional Share for a period of 12 months from the closing date of the Offering at an exercise price of $0.10 per Share. Directors, officers and other insiders of the Corporation may participate in the Offering for approximately 33% of the Offering, being approximately 4,000,000 Units and $200,000 of the total proceeds of the Offering.

In addition, the Company plans to settle approximately $500,000 in debt by issuing common shares at a price of $0.05 per share for an aggregate of approximately 10,000,000 shares. Shareholder approval for the Offering and the shares for debt transaction will be sought.

The proceeds from the Offering will be used to fund certain outstanding operating liabilities, year end audit requirement costs and current operations.

It is anticipated that the Corporation will close the Offering in one or more closings with the initial closing to occur by October 14, 2011, subject to the satisfaction of standard conditions including the receipt of all necessary regulatory and TSX Venture Exchange approvals. The securities issued pursuant to the Offering will be subject to a four-month hold period.

The securities will not be registered with the U.S. Securities and Exchange Commission and may not be offered or sold within the United States without registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933 and any applicable state securities laws.

The Corporation currently has 15,552,865 Shares outstanding and trades on the NEX board and the TSX Venture Exchange under the symbol VPO.H.


Forward-looking Information

Forward-looking information in this press release includes, but is not limited to statements concerning the anticipated Offering and the completion thereof, insider participation in the Offering and the anticipated use of the net proceeds from the Offering.

Although the Corporation believes that the expectations reflected in this forward-looking information is reasonable, undue reliance should not be placed on it because the Corporation can give no assurance that it will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature involves inherent risks and uncertainties. The Corporation has provided this forward-looking information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the Offering being completed, the participation of insiders of the Corporation in the Offering and the use of the net proceeds from the Offering and the costs involved with bringing the Corporation's gas wells on line. This forward-looking information is based on current expectations that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: (i) the risk that the closing of the Offering could be delayed if the Corporation is not able to obtain the necessary regulatory, stock exchange and any applicable shareholder approvals on the timelines it has planned. The Offering will not be completed at all if these approvals are not obtained or any other conditions to the closings are not satisfied; (ii) the intended use of the net proceeds of the Offering by the Corporation might change if the board of directors of the Corporation determines that it would be in the best interests of the Corporation to deploy the proceeds for some other purpose; (iii) insiders of the Corporation may choose not to participate in the Offering; (iv) there may not be sufficient demand for the Units and the Offering may not be completed; and (v) the costs of bringing the Corporation's gas wells back on line may exceed the estimated amount. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the Corporation's operations and/or financial results are included in the Corporation's reports on file with Canadian securities regulatory authorities.

Readers are cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which it is placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking information contained in this press release is expressly qualified by this cautionary statement.

The forward-looking information contained in this press release is made as of the date hereof and the Corporation undertakes no obligation to update publicly or revise any forward-looking information whether as a result of new information, future events or otherwise, unless so required by 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 Valparaiso Energy Inc.

For further information:

William J. Wylie
President and Chief Executive Officer
T: 403.266.5515 (Ext. 4)

Profil de l'entreprise

Valparaiso Energy Inc.

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