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VANCOUVER, Nov. 20, 2014 /CNW/ - San Angelo Oil Limited ("San Angelo" or the "Company") is pleased to announce that it has filed and received a receipt for its final prospectus dated November 14, 2014 from the securities regulatory authorities in each of the provinces of British Columbia, Alberta, Manitoba and Ontario. The prospectus was filed in connection with a proposed initial public offering ("Offering") of between 12,500,000 and 15,000,000 units ("Units") at $0.40 per Unit, for gross proceeds of $5,000,000 to $6,000,000. Each Unit is comprised of one common share in the capital of the Company (a "Common Share") and one-half of one common share purchase warrant. Each whole warrant (a "Warrant") will entitle the holder thereof to acquire one additional Common Share upon payment of the exercise price of $0.55 at any time prior to 1:30 p.m. (Vancouver time) on the date which is 24 months from the date the Common Shares and Warrants are listed on the TSX Venture Exchange (the "Listing Date").
The Units are being offered on a commercially reasonable efforts basis through Richardson GMP Limited, agent for the Offering. The Company has granted the agent an over-allotment option to cover over-allotments, if any. If the maximum Offering is subscribed for, and the agent exercises the over-allotment option, the Company will issue up to an additional 2,250,000 Units on the same terms as the Offering. The Company has agreed to pay the agent a cash commission of 8% of the gross proceeds of the Offering, other than any subscriptions received from purchasers listed on a president's list, on which a fee of 4% will be paid. The Company has also agreed to grant the agent an option to purchase that number of Common Shares equal to 8% of the aggregate number of Units sold under the Offering (4% in the case of president's list purchasers). The option will be exercisable at a price of $0.40 per Common Share, for a period of 24 months following the Listing Date.
In connection with the Offering, the TSX Venture Exchange has conditionally approved the listing of San Angelo's Common Shares and Warrants. Listing of the Common Shares and Warrants is subject to the Company fulfilling all the requirements of the TSX Venture Exchange.
A copy of San Angelo's final prospectus, which contains important information relating to the Offering, is available on SEDAR at www.sedar.com.
The securities offered have not been and will not be registered under the United States 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 news release does not constitute an offer to sell or the solicitation of any offer to buy, nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.
About San Angelo Oil Limited
San Angelo through its subsidiary, San Angelo Operating Corp., is engaged in the acquisition, exploration and development of conventional oil and natural gas properties. San Angelo is focusing on identification of conventional low permeability reservoirs with additional development potential that may be primarily accessed utilizing horizontal drilling and completion technology. San Angelo has acquired a 55% working interest in the Orb Prospect, which is located in the Wingate Field area of western Runnels County in the State of Texas. See San Angelo's prospectus dated November 14, 2014 for further information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively "forward-looking statements"). The use of any of the words "are being", "will", "is subject", "are focusing" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such forward-looking statements should not be unduly relied upon. The Company believes the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct. This news release contains forward-looking statements and assumptions pertaining to the following: completion of the Offering; the granting of regulatory approvals; and business strategy, strength and focus. Actual results could differ materially from those anticipated in these forward-looking statements as a result of risk factors, including: market conditions that prevent the Company from raising funds and closing the Offering; delays in, or a failure to, receive regulatory approvals; the risks inherent in oil and natural gas exploration and development; and those factors listed under "Risk Factors" in the Company's final prospectus filed on SEDAR at www.sedar.com. Readers are cautioned that the foregoing list of factors is not exhaustive. Any forward-looking statement in this news release is based only on information currently available and speaks only as of the date on which it is made.
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SOURCE: San Angelo Oil Limited