Lateral Capital (LCP-V) arranges up to $115-million offering
Feb 13, 2013 - News Release
Lateral Capital Corp. has filed a preliminary long-form prospectus with the securities authorities in all the provinces of Canada, except Quebec, in connection with a fully marketed public offering of subscription receipts on a commercially reasonable-efforts basis for minimum proceeds of $102-million and maximum proceeds of $115-million. Stonecap Securities Inc. and Wolverton Securities Ltd. are acting as co-lead agents. The final terms of the public offering, including total proceeds and pricing, will be determined in the context of the market.
The company has granted the agents an overallotment option to purchase up to an additional 15 per cent of subscription receipts (or common shares if the overallotment option is exercised following the satisfaction of the escrow release condition (as defined hereinafter)) at a price equal to the offering price to cover overallotments, if any, and for market stabilization purposes. The overallotment option is exercisable, in whole or in part, at the discretion of the agents, at any time up to 30 days following the closing of the public offering.
Upon closing of the public offering, the gross proceeds will be held in escrow in an interest-bearing account by an escrow agent mutually agreeable to the company and the agents. The escrowed funds and the interest earned thereon will be released to Lateral, and common shares will be issued to the holders of subscription receipts without payment of additional consideration or further action, upon delivery by the company and the agents of an escrow release notice notifying the escrow agent that the terms of the escrow release condition (as defined hereinafter) have been satisfied. The escrow release condition will be deemed to have been satisfied upon all of the conditions to the completion of the acquisitions of the Whitecap assets and the Redvers assets (as defined hereinafter), as detailed in the company's press releases dated Nov. 28, 2012, and Dec. 14, 2012, respectively, being satisfied but for the payment of the purchase price for each respective asset, as applicable, to be satisfied by the release of the escrowed funds.
The net proceeds from the public offering and, as applicable, the private placement (as defined hereinafter), including any net proceeds received upon the exercise of the overallotment option, will be used by the company: (i) to finance the purchase price of the Redvers assets (as defined hereinafter) for total consideration of approximately $69-million; (ii) to finance the purchase price of the Whitecap assets (as defined hereinafter) for total consideration of approximately $28.1-million; and, (iii) to finance the planned 2013 exploitation and development drilling program of up to $25-million.
Lateral announced in press releases dated Nov. 28, 2012, and Dec. 14, 2012 (as subsequently updated), that it had entered into agreements to acquire a combination of operated and non-operated light oil assets in southeast Saskatchewan (the Whitecap assets) and operated light oil assets in southeast Saskatchewan (the Redvers assets). The Whitecap assets and the Redvers assets will provide the company with an enhanced asset base and a foundation for future growth.
The Whitecap assets comprise 5,500 net acres (2,294 net undeveloped acres) in southeast Saskatchewan and production as of Sept. 30, 2012, of approximately 320 barrels of oil equivalent per day. A reserve report prepared by McDaniel & Associates Consultants Ltd. evaluated the Whitecap assets' reserves to be 1,126,000 barrels of oil equivalent of proved reserves and 1,539,000 barrels of oil equivalent of proved plus probable reserves as of Sept. 30, 2012.
The Redvers assets comprise 18,339 net acres (15,453 net undeveloped acres) in southeast Saskatchewan and production as of Sept. 30, 2012, of approximately 749 barrels of oil equivalent per day. A reserve report prepared by Sproule Associates Ltd. evaluated the Redvers assets' reserves to be 1,574,000 barrels of oil equivalent of proved reserves and 2,684,000 barrels of oil equivalent of proved plus probable reserves as of Sept. 30, 2012.
As well, the company is also considering debt financing alternatives, including bank debt and/or other debt instruments, in addition to the equity financing. In this regard, the company has entered into an agreement with a U.S. financial adviser to act as its adviser and placement agent in connection with a possible private placement of debt instruments of the company, other than any Canadian bank debt, on a best-efforts basis. The final terms of the private placement, including total proceeds, term, security on assets, pricing and structure of the debt instruments, will be determined in the context of the market.
The public offering and the private placement are subject to the receipt of all applicable regulatory approvals, including approval of the TSX Venture Exchange.
We seek Safe Harbor.
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Lateral Capital names Wright to board
Feb 22, 2013 - News Release
Lateral Capital Corp. has appointed Donald A. Wright to the board of directors effective Feb. 21, 2013, subject to customary TSX Venture Exchange acceptance.
Mr. Wright is the President and Chief Executive Officer of The Winnington Capital Group Inc. Mr. Wright's career has spanned over 40 years in the investment industry and is an active investor in both the private and public equity markets. Mr. Wright has held a number of leadership and senior positions with domestic and global firms working both in Canada and internationally, including President of Merrill Lynch Canada, Executive Vice President, director and member of the executive committee of Burns Fry Ltd., Chair and Chief Executive Officer of TD Securities Inc., and Deputy Chair of TD Bank Financial Group. He was the past Chairman of the Board of VIA Rail Canada and Mr. Wright serves as Chair of the board of directors of Cinaport Capital Inc., Equity Financial Holdings Inc., GMP Capital Inc., Tuscany International Drilling Inc., Richards Packaging Inc., and Chair of the board of trustees of Richards Packaging Income Fund. In addition, Mr. Wright serves as a director of numerous other companies. He actively supports numerous charitable organizations and is a past member of the board of trustees of The Hospital for Sick Children. |
