/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
CALGARY, July 27 /CNW/ - Gallic Energy Ltd. ("Gallic") (TSXV: GLC) is pleased to announce a private placement of up to 44,000,000 units (the "Units") at a price of $0.05 per Unit for gross proceeds of up to Cdn $2.2 million (the "Offering"). Each Unit is to be comprised of one class A common share (each, a "Common Share") and one warrant (each, a "Warrant"), with each Warrant exercisable into one Common Share for a period of 24 months after closing at an exercise price of $0.10 per share. A portion of the Offering for up to $1.9 million is being brokered with Macquarie Private Wealth Inc. as Agent (the "Brokered Portion"), and the remaining portion of up to $300,000 being non-brokered (the "Non-brokered Portion"). It is anticipated that directors, officers and other insiders may participate for approximately 14% of the Offering, being approximately 6,000,000 units and $300,000 of the total proceeds.
The proceeds from the Offering will be used for general working capital requirements. Closing of the Offering is expected to occur by August 27, 2010, 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.
In connection with the Offering, Gallic entered into a letter agreement with Macquarie Private Wealth Inc. (the "Agent") pursuant to which the Agent has agreed, subject to completion of satisfactory due diligence, to sell the Brokered Portion of the Units on a commercially reasonable efforts basis. Gallic intends to pay a commission to the Agents in connection with the Brokered Portion of the Offering, to be paid in either: (a) that number of Units equal to 10% of the Units subscribed for on the Brokered Portion; or (ii) 10% of the gross subscription proceeds from the Brokered Portion of the Offering payable in cash. Gallic also intends to grant the Agent an option to acquire that number of Units equal to 10% of the total number of Units sold under the Brokered Portion of the Offering (the "Agent's Option"), exercisable at a price of $0.05 per Agent's Option for a period of 24 months from the closing date.
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.
Gallic Energy Ltd. has 38,939,154 Common Shares outstanding, and trades on the TSX Venture Exchange under the symbol GLC.
This press release contains forward-looking statements. Any statements that are contained in this press release that are not statements of historical fact may be considered forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects" and similar expressions. Forward-looking statements in this press release include, but are not limited to statements concerning the anticipated private placement and the anticipated use of the net proceeds therefrom, and management's assessment of future plans and operations, expectations of future production, cash flow and earnings.
Although Gallic believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because Gallic 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. These forward-looking statements are 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: the risks associated with the oil and gas industry (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), acquisitions, commodity price and exchange rate fluctuation and uncertainties resulting from competition from other producers and ability to access sufficient capital from internal and external sources. There is also risk that the closing of the private placement could be delayed if Gallic is not able to obtain the necessary regulatory, stock exchange and any applicable shareholder approvals on the timelines it has planned. The private placement will not be completed at all if these approvals are not obtained or any other conditions to the closings are not satisfied. The intended use of the net proceeds of the offering by Gallic might change if the board of directors of Gallic, determines that it would be in the best interests of Gallic to deploy the proceeds for some other purpose. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect Gallic's operations and/or financial results are included in Gallic's reports on file with Canadian securities regulatory authorities.
Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are 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 statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date hereof and Gallic 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 PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
Neither 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 Gallic Energy Ltd.
For further information: For further information: Mr. Mark Woods, President and Chief Operating Officer, Tel: (403) 263-1105, Fax: (403) 265-4514, firstname.lastname@example.org