CALGARY, ALBERTA--(Marketwire - Oct. 18, 2012) -
NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR DISSEMINATION IN THE UNITED STATES
Delphi Energy Corp. (TSX:DEE) ("Delphi") announces that it has entered into a financing agreement with a syndicate of underwriters led by Stifel Nicolaus Canada Inc. and including Peters & Co. Limited, National Bank Financial Inc. and Scotia Capital Inc. (the "Underwriters") to issue and sell on a "bought deal" basis, 17,241,500 common shares of Delphi (the "Common Shares") at an issue price of $1.45 per Common Share resulting in gross proceeds of $25,000,175 and 4,571,000 flow-through common shares of Delphi (the "Flow-through Common Shares") at an issue price of $1.75 per Flow-through Common Share resulting in gross proceeds of $8,000,125 for total gross proceeds of $33,000,300. The Underwriters will have the option to acquire up to an additional 2,586,225 Common Shares at an issue price of $1.45 per Common Share for additional gross proceeds of up to $3,750,026 for total gross proceeds of up to $36,750,326. Proceeds of the offering will be used to initially reduce bank indebtedness and thereafter to partially fund the Company's continuing capital program and for general corporate purposes.
The Common Shares and Flow-through Common Shares will be offered in all provinces of Canada, except Quebec, by way of a short form prospectus and the Common Shares may be sold in the United States on a private placement basis pursuant to exemptions from registration requirements. Closing of the offering is expected to occur on or about November 13, 2012 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange.
Proceeds from the issuance of Flow-through Common Shares will be used to incur eligible Canadian Exploration Expenditures ("CEE") for purposes of the Income Tax Act (Canada) and such CEE will be renounced to subscribers of the Flow-through Common Shares on or before December 31, 2012.
Delphi Energy is a Calgary-based company that explores, develops and produces oil and natural gas in Western Canada. The Company is managed by a proven technical team. Delphi trades on the Toronto Stock Exchange under the symbol DEE.
This news release does not constitute an offer to sell or a solicitation of any offer to buy the securities in the United States. The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.
Forward-Looking Statements. This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", may", "will", "should", believe", "intends", "forecast", "plans", "guidance" and similar expressions are intended to identify forward-looking statements or information. Forward looking statements in this news release include statements regarding the timing and completion of the financing and the use of proceeds. The completion and timing of the proposed equity financing, is based on a number of assumptions, including, that all approvals for the financing will be received, no material adverse change will occur in Delphi's operations nor will there be any of the events that would trigger termination rights under the agreement with the underwriters.
Although the Company believes that the expectations reflected in such forward-looking statements and information are reasonable, it can give no assurance that such expectations will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the impact of general economic conditions, the oil and gas industry in general such as operational risks in development, exploration and production, delays or changes in plans with respect to exploration or development projects or capital expenditures, the uncertainty of estimates and projections relating to production rates, costs and expenses, commodity price and exchange rate fluctuations, marketing and transportation, environmental risks, competition, the ability to access sufficient capital from internal and external sources, stock market volatility and changes in tax, royalty and environmental legislation. Additional information on these and other factors that could affect the Company's operations or financial results are included in reports on file with the applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). The forward-looking statements and information contained in this press release are made as of the date hereof. Delphi 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.