/NOT FOR DISTRIBUTION IN THE UNITED STATES OR DISSEMINATION OVER UNITED STATES WIRE SERVICES/
CALGARY, Oct. 31, 2013 /CNW/ - Twin Butte Energy Ltd. (TSX: TBE) ("Twin Butte" or the "Company") is pleased to announce that it has completed its previously announced bought deal financing (the "Offering"). Twin Butte, through a syndicate of underwriters led by Peters & Co. Limited ("Peters & Co.") and including National Bank Financial Inc., Canaccord Genuity Corp., CIBC World Markets Inc., Cormark Securities Inc., GMP Securities L.P., Raymond James Ltd., Scotia Capital Inc., RBC Dominion Securities Inc., TD Securities Inc. and Paradigm Capital Inc. (collectively, the "Underwriters"), issued a total of 35,898,000 subscription receipts ("Subscription Receipts") at a price of $1.95 per Subscription Receipt for gross proceeds of approximately $70 million.
Each Subscription Receipt represents the right to acquire, without payment of additional consideration or further action, one common share of Twin Butte (a "Common Share") upon closing of the previously announced acquisition of all the issued and outstanding class "A" common shares of Black Shire Energy Inc. ("Black Shire") pursuant to a plan of arrangement (the "Acquisition"). The Acquisition is expected to be completed on or about November 5, 2013 and is subject to certain closing conditions, including the receipt of all required regulatory approvals.
The gross proceeds from the sale of the Subscription Receipts have been placed in escrow pending closing of the Acquisition. If all outstanding conditions to the completion of the Acquisition (other than payment of the purchase price) are met on or before 5:00 p.m. (Calgary time) on November 5, 2013, subject to extension to December 18, 2013 by Peters & Co. in its sole discretion (acting reasonably), the escrowed funds (less the balance of the Underwriters' commission and the interest earned thereon) and the interest earned thereon will be released to Twin Butte to fund, in part, the cash consideration for the Acquisition. In addition, holders of Subscription Receipts become entitled to receive an amount per Subscription Receipt equal to the amount per Common Share of any cash dividends for which record dates have occurred during the period from and including the date hereof to the date immediately preceding the date the underlying Common Shares are issued pursuant to the Subscription Receipts. If holders of Subscription Receipts become entitled to receive Common Shares, the escrow agent and Twin Butte will pay this dividend equivalent payment, if any, to holders on the later of the date the Common Shares are issued pursuant to the Subscription Receipts and the date such dividend is paid to holders of Common Shares.
If the Acquisition is not completed on or before November 5, 2013, subject to extension to December 18, 2013 by Peters & Co. in its sole discretion (acting reasonably), if the agreement governing the Acquisition is terminated in accordance with its terms at any earlier time, or if Twin Butte has advised the Underwriters or announced to the public that it does not intend to proceed with the Acquisition, holders of Subscription Receipts shall receive the full subscription price attributable to the Subscription Receipts together with any interest that was earned thereon during the term of escrow.
It is anticipated that the Subscription Receipts will be listed and posted for trading on the Toronto Stock Exchange under the symbol TBE.R at the open of markets today.
This news release is not an offer of the securities for sale in the United States. The securities have not been 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 an exemption from registration. This news 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 state in which such offer, solicitation or sale would be unlawful.
About Twin Butte
Twin Butte is a growing, value oriented intermediate producer with a significant low risk, high rate of return drilling inventory focused on large original oil in place medium and heavy oil pool exploitation. With a stable low decline production base, Twin Butte is well positioned to live within cash flow while providing shareholders a sustainable dividend and moderate per share production growth potential over both the short and long term. Twin Butte is committed to continually enhance its asset quality while focusing on the sustainability of its dividend. The Twin Butte Shares are listed on the TSX under the symbol "TBE".
In the interest of providing Twin Butte's shareholders and potential investors with information regarding Twin Butte, including management's assessment of the future plans and operations of Twin Butte, certain statements contained in this news release constitute forward-looking statements or information (collectively "forward-looking statements") within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as "anticipate", "continue", "estimate", "expect", "forecast", "may", "will", "project", "could", "plan", "intend", "should", "believe", "outlook", "potential", "target" and similar words suggesting future events or future performance. In particular, this news release contains, without limitation, forward-looking statements pertaining to the following: expectations of management regarding the timing of completion of the Acquisition, the use of proceeds of the Offering and the entitlement and payment of a dividend equivalent payment to holders of Subscription Receipts.
With respect to forward-looking statements contained in this news release, Twin Butte has made assumptions regarding, among other things: Twin Butte's ability to obtaining the necessary regulatory approvals, including under the Competition Act (Canada) and satisfaction of the other conditions to complete the Acquisition; and the anticipated timeframe to complete the Acquisition.
Although Twin Butte believes that the expectations reflected in the forward-looking statements contained in this news release, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this news release, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause Twin Butte's actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the following: that the Acquisition may not close when planned or at all; the failure of Twin Butte and/or Black Shire to obtain the necessary regulatory and other third party approvals required in order to proceed with the Acquisition; and the other factors described under "Risk Factors" in Twin Butte's most recently filed Annual Information Form available in Canada at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking statements contained in this news release speak only as of the date of this news release. Except as expressly required by applicable securities laws, Twin Butte does not undertake any obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
SOURCE: Twin Butte Energy Ltd.
For further information:
Twin Butte Energy Ltd.
President and Chief Executive Officer
Tel: (403) 215-2040
Fax: (403) 215-2055
R. Alan Steele
Vice President, Finance, Chief Financial Officer and Corporate Secretary
Tel: (403) 215-2692
Fax: (403) 215-2055