/NOT FOR DISTRIBUTION TO UNITED STATES OR UNITED KINGDOM NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
HAMILTON, BERMUDA, Nov. 4 /CNW/ - TransAtlantic Petroleum Ltd. (the "Corporation" or "TransAtlantic" - TNP: TSX) is pleased to announce that it has filed a preliminary short form prospectus in the Canadian provinces of British Columbia, Alberta and Ontario in connection with a public offering (the "Offering") of common shares of TransAtlantic (the "Common Shares"). The Offering will be conducted through a syndicate of underwriters co-led by Canaccord Capital Corporation and Genuity Capital Markets (the "Underwriters"). Pursuant to the terms of the Offering, the Corporation has agreed to grant the Underwriters an over-allotment option to purchase additional Common Shares of up to 15% of the Common Shares sold pursuant to the Offering, exercisable at any time, in whole or in part, up to 30 days from the closing of the Offering.
The Offering will be priced in the context of the market with the final terms of the Offering to be determined at the time of pricing. The net proceeds of the Offering will be used towards the Corporation's 2010 capital expenditure program and for general corporate purposes.
The Common Shares will be sold publicly in Canada in the Provinces of Ontario, Alberta and British Columbia and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act"), on a private placement basis in the United States pursuant to exemptions from the registration requirements of the 1933 Act and in the United Kingdom in accordance with applicable local securities legislation and regulations such that no prospectus, registration statement or similar document is required to be filed in such jurisdiction and may be sold in such other jurisdictions as may be agreed to by the Corporation and the Underwriters. The Offering is scheduled to close on or about November 23, 2009 and is subject to certain customary conditions and regulatory approvals, including the approval of the Toronto Stock Exchange.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or any other jurisdiction outside of Canada, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Common Shares offered have not been registered under the 1933 Act, or any state securities laws and may not be offered or sold in the United States or to a U.S. person absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws. In addition, hedging transactions involving these securities may not be conducted unless in compliance with the 1933 Act.
This news release is directed at and is only being distributed in the United Kingdom to (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) high net worth entities, and other persons to whom it may otherwise lawfully be communicated falling within Article 49 of the Order, and (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This news release must not be read, acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this news release relates is available only to relevant persons and will be engaged in only with relevant persons. By reading this news release, the reader acknowledges that it is a person either (i) outside the United Kingdom or (ii) falling within one of the foregoing categories.
TransAtlantic Petroleum Ltd. is a vertically integrated, international energy company engaged in the acquisition, development, exploration, and production of crude oil and natural gas. The Corporation holds interests in developed and undeveloped oil and gas properties in Turkey, Morocco, Romania, and California. Additional information about the Corporation may be obtained by visiting the Corporation's website, www.transatlanticpetroleum.com.
(NO STOCK EXCHANGE, SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE INFORMATION CONTAINED HEREIN.)
This news release contains statements regarding expectations, plans or information about future events, including statements regarding the proposed use of proceeds of the Offering, that may constitute forward-looking statements or information under applicable securities legislation. Such forward-looking statements or information are based on a number of assumptions which may prove to be incorrect. Assumptions have been made regarding, among other things, the ability of the Corporation to continue to explore and develop its foreign initiatives.
Although the Corporation believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Corporation can give no assurance that such expectations will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by the Corporation and described in the forward-looking statements or information. These risks and uncertainties including but are not limited to the continuing ability of the Corporation to operate effectively internationally, reliance on current oil and gas laws, rules and regulations, volatility of oil and gas prices, fluctuations in currency and interest rates, imprecision of resource estimates, the results of exploration, development and drilling, imprecision in estimates of future production capacity, the possibility of unanticipated costs and expenses, changes in environmental and other regulations or the interpretation of such regulations, the ability to obtain necessary regulatory approvals, weather and general economic and business conditions.
The forward-looking statements or information contained in this news release are made as of the date hereof and the Corporation 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.
SOURCE TRANSATLANTIC PETROLEUM CORP.
For further information: For further information: Matt McCann, Chief Executive Officer, Scott C. Larsen, President, Phone: (214) 220-4323, Internet: http://www.transatlanticpetroleum.com, Address: 5910 N. Central Expressway, Suite 1755, Dallas, Texas 75206