Tamarack Valley Energy (TVE-V) June 3rd 2015 is pleased to announce that it has completed its previously announced bought deal public offering of subscription receipts of the Company, bought deal public offering of common shares of the Company and bought deal private placement offering of common shares of the Company issued on a flow-through basis for aggregate gross proceeds of $74,079,880. The Company issued 13,228,000 Subscription Receipts at a price of $3.78 per Subscription Receipt, for gross proceeds of $50,001,840; 3,969,000 Offered Shares at a price of $3.78 per Offered Share for gross proceeds of $15,002,820; and 2,186,800 Flow-Through Shares at a price of $4.15 per Flow-Through Share, for gross proceeds of $9,075,220. The syndicate of underwriters for the financings was co-led by National Bank Financial Inc. and Dundee Securities Ltd., and included GMP Securities L.P., Macquarie Capital Markets Canada Ltd., Peters & Co. Limited, RBC Dominion Securities Inc., Acumen Capital Finance Partners Limited, AltaCorp Capital Inc. and Paradigm Capital Inc.
The gross proceeds from the sale of the Subscription Receipts are being held in escrow (the "Escrowed Funds") pending the satisfaction of all conditions to the completion of the previously announced acquisition (the "Acquisition") by the Company of certain assets in the Wilson Creek area of Alberta.
Each Subscription Receipt entitles the holder to receive one common share ("Common Share") in the capital of the Company, without further payment or action on the part of the holder, upon closing of the Acquisition. Closing of the Acquisition is expected to occur on or about June 15, 2015.
It is anticipated that the Offered Shares and the Flow-Through Shares will be listed and posted for trading on the TSX Venture Exchange at the open of markets today. It is anticipated that the Subscription Receipts will be listed and posted for trading on the TSX Venture Exchange under the symbol "TVE.N" at the open of the markets on Thursday June 4, 2015, until the conversion of the Subscription Receipts into Common Shares is completed. The net proceeds from the issuance of Subscription Receipts will be used to fund the purchase price with respect to the Acquisition.
If (i) the closing of the Acquisition does not occur by 5:00 p.m. (Calgary time) on July 16, 2015; (ii) the Acquisition is terminated in accordance with the terms of the agreement governing the Acquisition at any earlier time; or (iii) the Company has advised the Underwriters or the public that it does not intend to proceed with the Acquisition (in each case, the "Termination Time"), then holders of Subscription Receipts shall be entitled to receive an amount per Subscription Receipt equal to the subscription price attributable to the Subscription Receipts together with their pro rata share of interest earned thereon. The Escrowed Funds will be applied towards payment of such amount.
The Subscription Receipt and Offered Share financing was completed by way of short form prospectus in all of the provinces of Canada and on a private placement basis in the United States pursuant to exemptions from the registration requirements of the U.S. securities laws.
The gross proceeds of the private placement of the Flow-Through Shares will be used to incur and renounce Canadian development expenses pursuant to the Income Tax Act (Canada).
The Company has applied to the Toronto Stock Exchange ("TSX") to graduate and list its common shares on such exchange. Listing will be subject to Tamarack fulfilling all of the original listing requirements of the TSX. There are no assurances that the graduation or listing will be accepted by the TSX and completed in a timely manner or at all. As a result of the graduation process, Tamarack has also delayed the timing of its annual meeting of shareholders.
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 press 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 jurisdiction in which such offer, solicitation or sale would be unlawful.
About Tamarack Valley Energy Ltd.
Tamarack is an oil and gas exploration and production company committed to long-term growth and the identification, evaluation and operation of resource plays in the Western Canadian Sedimentary Basin. Tamarack's strategic direction is focused on two key principles - targeting resource plays that provide long-life reserves, and using a rigorous, proven modeling process to carefully manage risk and identify opportunities. The Company has an extensive inventory of low-risk development oil locations in the Pembina, Wilson Creek, Garrington and Lochend Cardium fairway and the Redwater shallow Viking play in Alberta. With a balanced portfolio and an experienced and committed management team, Tamarack intends to continue to deliver on its promise to maximize shareholder return while managing its balance sheet.
Tamarack Valley Energy Ltd.
Brian Schmidt
President & CEO
403.263.4440
Tamarack Valley Energy Ltd.
Ron Hozjan
VP Finance & CFO
403.263.4440
www.tamarackvalley.ca
Interview with Eric Nuttall on BNN.ca pick TVE-V Message 30092156 |
