CALGARY, ALBERTA--(Marketwire - July 12, 2012) -
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Bowood Energy Inc. (TSX VENTURE:BWD) ("Bowood") is pleased to announce that it has entered into an agreement with a syndicate of agents co-led by GMP Securities L.P., Macquarie Capital Markets Canada Ltd. and FirstEnergy Capital Corp. (the "Syndicate") providing for a private placement for gross proceeds of up to $6.0 million (the "Financing"). Bowood is also pleased to provide an update concerning its previously announced rights offering (the "Rights Offering").
Pursuant to the Financing, the Syndicate will offer, on a commercially reasonable efforts private placement basis, up to 120,000,000 units of Bowood ("Units") at a price of $0.05 per Unit for total gross proceeds of up to $6.0 million. Each Unit will consist of one common share ("Common Share") and one warrant to purchase one Common Share at a price of $0.065 per Common Share for a period of three years. There is no minimum subscription amount under the Financing. Directors and officers of Bowood may participate as subscribers in the Financing in amounts to be determined. Securities issued pursuant to the Financing will be subject to a four month hold period.
Closing of the Financing is subject to customary conditions and regulatory approvals, including the approval of the TSX Venture Exchange (the "TSXV"). Closing is expected to occur on or about July 27, 2012 and, in any event, will occur following the record date for the Rights Offering such that subscribers under the Financing will not be entitled to rights pursuant to the Rights Offering.
The net proceeds of the Financing will be used to reduce outstanding indebtedness under Bowood's credit facility, which may be subsequently redrawn to fund capital expenditures and for general corporate purposes.
Bowood intends to proceed with the Rights Offering as soon as it receives all required regulatory approvals, including the approval of the TSXV. Once in receipt of such approvals, Bowood will issue a further press release announcing the record date (the "Record Date") and the expiry date (the "Expiry Date") for the Rights Offering.
Although Bowood previously announced that the anticipated exercise price per Common Share pursuant to the Rights Offering would be $0.12, Bowood will proceed, subject to regulatory approval, with a reduced exercise price of $0.05 per Common Share to reflect current market conditions and the offering price under the Financing.
Pursuant to the Rights Offering, each holder of a Common Share on the Record Date will receive one transferable right (a "Right") for every Common Share held. Every ten (10) Rights will entitle the holder to purchase one Common Share at a price of $0.05 per Share until the Rights expire at 4 p.m. (Calgary time) on the Expiry Date. The Rights Offering will include an additional subscription privilege under which holders of Rights who fully exercise their Rights will be entitled to subscribe for additional Common Shares, if available, that were not otherwise subscribed for in the Rights Offering. There will be no standby guarantee.
Legacy Oil + Gas Inc. has agreed not to participate in the Rights Offering with respect to the 200,000,000 Common Shares that it acquired on July 5, 2012 and will not be entitled to exercise, sell or convey any Rights. Accordingly, a maximum of approximately 27,497,337 Common Shares will be issued pursuant to the Rights Offering for aggregate gross proceeds of approximately $1.375 million. Bowood will use the proceeds of the Rights Offering for general corporate purposes.
Name Change and Consolidation
Subject to the approval of the TSXV, Bowood intends to change its name to LGX Oil + Gas Inc. and complete a consolidation of its Common Shares on a 20 to 1 basis as soon as practicable following the Expiry Date under the Rights Offering.
Bowood will conduct an investor conference call to discuss the corporate strategy, Financing and Rights Offering. Bowood will issue a further press release announcing the time and dial-in particulars for the conference call.
Caution Respecting Forward-Looking Statements
This press release contains forward-looking statements. More particularly, this press release contains forward-looking statements concerning the anticipated closing date of the Financing, the anticipated terms and timing of the Rights Offering, the anticipated use of proceeds from the Financing and Rights Offering, and the anticipated completion of the proposed name change and share consolidation.
The forward-looking statements are based on certain key expectations and assumptions, including the receipt of all required regulatory approvals on a timely basis. Although it is believed that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Bowood can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the failure to receive all required regulatory approvals on a timely basis or at all.
The forward-looking statements contained in this press release are made as of the date hereof and Bowood does not undertake any 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.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.