Spry announces private placement of 1,670,000 common shares for proceeds of

CALGARY, Jan. 29 /CNW/ - Spry Energy Ltd. ("Spry" or the "Corporation") announces that pursuant to a non-brokered private placement financing it will issue 1,670,000 common shares of the Corporation (the "Common Shares") at a price of $6.00 per Common Shares for proceeds of $10,020,000 (the "Offering") to JOG Limited Partnership No. IV ("JOG"). The Corporation intends to use the proceeds of the Offering to increase its capital budget for its year ended June 30, 2010 from $24 million to $35 million, with the majority of the increase focused on the Corporation's Pembina-Cardium core area. The Corporation is planning to drill eight (approximately 4.4 net) horizontal Cardium oil wells prior to the end of June, 2010.

Closing of the Offering is expected to occur on or about February 11, 2010 and the Common Shares issued under the Offering will be subject to a 4 month hold period.

As two of the directors of the Corporation are officers of the administrator of JOG, Multilateral Instrument 61-101 requires Spry to obtain minority approval and a formal valuation for the Offering unless an exemption from the minority approval and valuation requirements is available. Such an exemption is available to Spry as at the time the transaction was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeded 25% of Spry's market capitalization.

Upon the closing of the Offering, JOG, together with other partnerships managed by the administrator of JOG (collectively, the "JOG Partnerships"), will hold an aggregate of 3,170,425 Common Shares of Spry, including Common Shares previously acquired by the JOG Partnerships, representing approximately 14.65% of the outstanding Common Shares. In addition, the JOG Partnerships beneficially hold options to purchase 38,400 Common Shares granted to an officer of JOG's administrator, who is a director of Spry. If all such options are exercised, the JOG Partnerships would hold approximately 14.80% of the outstanding Common Shares of Spry.

In addition to the 1,670,000 Common Shares of Spry to be acquired by JOG upon closing of the Offering, JOG Limited Partnership No. 1 holds 450,000 Common Shares, JOG Limited partnership No. 2 holds 400,000 Common Shares and JOG Limited Partnership No. III holds 650,425 Common Shares. Each of these partnerships is managed by JOG's administrator.

The JOG Partnerships acquired the securities for investment purposes only and may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over, or exercise its rights to acquire Common Shares of Spry through market transactions, private agreements or otherwise.

JOG is filing an early warning report on SEDAR, which will be available for review on Spry's profile on the SEDAR website at www.sedar.com. A copy of the early warning report can be obtained on request from Michelle Gramatke of JOG Capital Corp., telephone (403) 232-3340.

About Spry

Spry is a Calgary, Alberta based Corporation engaged in the exploration, development and production of oil and natural gas.

Forward Looking Statements

This news release contains forward-looking statements relating to the Corporation, the completion of the Offering, timing of closing of the Offering, and the use of proceeds of the Offering. Forward-looking statements typically use words such as "anticipate", "believe", "project", "expect", "plan", "intend" or similar words suggesting future outcomes, statements that actions, events or conditions "may", "would", "could" or "will" be taken or occur in the future.

These forward-looking statements are based on various assumptions including expectations regarding the outlook for petroleum and natural gas prices; estimated amounts and timing of capital expenditures; the timing, location and extent of future operations; anticipated timing and results of capital expenditures; estimates of future production; assumptions concerning the timing of satisfaction of closing conditions of the Offering; the state of the economy and the exploration and production business; results of operations; performance; business prospects and opportunities; future exchange and interest rates; impact of increasing competition; ability to market oil and natural gas successfully and the ability of Spry to access capital. While Spry considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.

By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties and other factors that contribute to the possibility that the predicted outcome will not occur, including, without limitation: risks associated with oil and gas exploration, development, exploitation, production, marketing and transportation; loss of markets; volatility of commodity prices; currency fluctuations; imprecision of reserve estimates; environmental risks; general economic conditions in Canada, the U.S. and globally; delays resulting from or inability to satisfy various closing conditions; and ability to access sufficient capital from internal and external sources. Readers are cautioned that the foregoing list of factors is not exhaustive.

Although Spry believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements and you should not unduly rely on forward-looking statements. The forward-looking statements contained in this news release are made as the date of this news release and the Corporation does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.


For further information: For further information: Kenneth Bowie, President & CEO, Phone: (403) 984-6352, Fax: (403) 265-7010; Bill Lewington, Vice President, Finance & CFO, Phone: (403) 984-6355

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