/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
CALGARY, Feb. 14, 2012 /CNW/ - Madalena Ventures Inc. ("Madalena" or the "Company") (TSX VENTURE:MVN) is pleased to announce that it has entered into an agreement with a syndicate of underwriters (the "Underwriters") led by Casimir Capital Ltd. pursuant to which the Underwriters have agreed to acquire, on a bought deal basis, 40,000,000 common shares at a price of $1.25 per common share to raise gross proceeds of $50,000,000 (the "Offering"). Madalena has also granted the Underwriters an over-allotment option (the "Over-Allotment Option") to purchase, on the same terms, up to an additional 6,000,000 common shares. The Over-Allotment Option is exercisable in whole or in part by the Underwriters at any time up to 30 days after closing. If the Over-Allotment Option is exercised in full, the maximum gross proceeds raised would be $57,500,000.
The net proceeds of the Offering will be used to fund the Company's capital expenditure program and for other general corporate purposes.
The Common Shares will be offered in certain provinces of Canada by way of a short form prospectus and on a private placement basis elsewhere where permitted pursuant to applicable exemptions from the prospectus and registration requirements. The closing of the Offering is expected to occur on or about March 7, 2012, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
Madalena is an independent, Canadian-based, international upstream oil and gas company whose main business activities include exploration, development and production of crude oil, natural gas liquids and natural gas. The Company currently has production and exploration operations in Argentina and is focused on international oil and gas opportunities in South America. Madalena is publicly traded on the TSXV under the symbol "MVN".
The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
FORWARD LOOKING INFORMATION
The information in this news release contains certain forward-looking statements. These statements relate to future events or our future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "approximate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "would" and similar expressions. These statements involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company's control, including: the impact of general economic conditions; industry conditions; changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced; fluctuations in commodity prices and foreign exchange and interest rates; stock market volatility and market valuations; volatility in market prices for oil and natural gas; liabilities inherent in oil and natural gas operations; uncertainties associated with estimating oil and natural gas reserves; competition for, among other things, capital, acquisitions, of reserves, undeveloped lands and skilled personnel; incorrect assessments of the value of acquisitions; changes in income tax laws or changes in tax laws and incentive programs relating to the oil and gas industry ; geological, technical, drilling and processing problems and other difficulties in producing petroleum reserves; and obtaining required approvals of regulatory authorities. The Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, such forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do, what benefits that the Company will derive from them. These statements are subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. The Company's forward-looking statements are expressly qualified in their entirety by this cautionary statement. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements. Investors are encouraged to review and consider the additional risk factors set forth in the Company's Annual Information Form, which is available on SEDAR at www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information:
Dwayne H. Warkentin
Madalena Ventures Inc.
President & CEO
(403) 233-8010 ext. 232
Anthony J. Potter
Madalena Ventures Inc.
Vice President, Finance & CFO
(403) 233-8010 ext. 233