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CALGARY, June 8 /CNW/ - Kallisto Energy Corp. ("Kallisto" or the "Company") (TSX VENTURE:KEC) is pleased to announce that it has closed a private placement financing with a syndicate of underwriters (the "Underwriters") led by Acumen Capital Finance Partners Limited and including Canaccord Genuity Corp. and Versant Partners Inc. pursuant to which the Underwriters have purchased on a bought deal basis 10,428,000 common share special warrants of the Company (the "Common Share Special Warrants") at an issue price of $0.825 per Common Share Special Warrant and 1,578,948 common share special warrants issued on a "flow-through" basis pursuant to the Income Tax Act (Canada) (the "Flow Through Special Warrants") at a price of $0.95 per Flow Through Special Warrant (collectively, the "Special Warrants") for aggregate gross proceeds of $10.1 million (the "Offering").
Each Special Warrant will entitle the holder to receive, for no additional consideration and without further action on the part of the holder, one common share in the capital of the Company (the "Common Shares"), subject to adjustment as described below. The Special Warrants are exercisable by the holder at any time on or before 5:00 p.m. (Calgary time) (the "Expiry Time") on the date which is the earlier of (a) the 5th business day following the day that a receipt is issued by the securities regulatory authorities in the Provinces of Alberta, British Columbia and Ontario for a final prospectus qualifying the Common Shares to be issued upon the exercise of the Special Warrants and (b) October 9, 2010. Any Special Warrant not exercised prior to the Expiry Time will be deemed to be exercised without any further action on the part of the holder, immediately prior to the Expiry Time.
The Company will use reasonable commercial efforts to file a final prospectus qualifying the Common Shares issued upon exercise of the Special Warrants and obtain a final passport receipt evidencing receipt of the Prospectus on behalf of each of the securities regulatory authorities in each of the provinces of BC, Alberta and Ontario by July 30, 2010 (the "Qualification Deadline"). If the receipt is not obtained by the Qualification Deadline, the Company will issue to each holder of Special Warrants, for no additional consideration and without further action on the part of such holder, an additional 0.1 of a Common Share for each Special Warrant held.
As part of the Offering, insiders participated as to approximately 13.3% of the Offering. Proceeds of the Common Share Special Warrant portion of the Offering will be used to fund Kallisto's development drilling program and for general corporate purposes, with the gross proceeds from the sale of the Flow Through Special Warrants used to fund ongoing exploration activities eligible for Canadian exploration expenses ("CEE"), or Canadian development expenses eligible for conversion to CEE, which will be renounced in favour of the subscribers of the Flow Through Special Warrants effective on or before December 31, 2010.
Kallisto is a Calgary-based junior resource company engaged in the exploration, development and production of oil and natural gas in Alberta.
Forward Looking Information
The reader is advised that some of the information herein may constitute forward looking statements within the meaning assigned by National Instrument 51-102 and other relevant securities legislation. In particular these include, but are not limited to, statements with respect to the private placement, the use of proceeds received by Kallisto from the private placement and incurring and renouncing certain expenditures to investors on a flow-through basis. These statements are based on management's current expectations. The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable by Kallisto at the time of preparation, may prove to be incorrect and readers are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date hereof. The Company does not undertake any obligation to release publicly any revisions to forward- looking information contained herein to reflect events or circumstances that occur after the date hereof or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.
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 Kallisto Energy Corp.
For further information: For further information: Robyn Lore, President and CEO, Telephone: (403) 237-9996, Facsimile: (403) 264-0416