CALGARY, ALBERTA--(Marketwire - Sept. 26, 2012) -
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Exall Energy Corporation (TSX:EE)(TSX:EE.DB) ("Exall", or the "Company") is pleased to announce that it has filed a preliminary short form prospectus with the securities authorities in all the provinces of Canada, except Quebec, in connection with a fully marketed public offering of common shares to be issued on a "flow-through" basis (the "Offering") for aggregate gross proceeds of up to $10.0 million. The Offering will be conducted on a commercially reasonable efforts basis and will be comprised of: (i) common shares to be issued on a "CEE flow-through" basis pursuant to the Income Tax Act (Canada) (the "CEE Flow-Through Shares") at a price of $1.00 per CEE Flow-Through Share, and (ii) common shares to be issued on a "CDE flow-through" basis pursuant to the Income Tax Act (Canada) (the "CDE Flow-Through Shares", and collectively, the "Flow-Through Shares") at a price of $0.95 per CDE Flow-Through Share. Stonecap Securities Inc. and Emerging Equities Inc. are acting as co-lead agents, together with a syndicate of agents including Raymond James Ltd. and Acumen Capital Finance Partners Limited (collectively the "Agents"). The final terms of the Offering, including aggregate gross proceeds, will be determined in the context of the market.
The Company has also granted the Agents an option (the "Agents' Option") to increase the offering by up to an additional 15% of the Flow-Through Shares for additional aggregate gross proceeds of up to $1.5 million upon giving notice to the Company at any time up to 48 hours prior to closing of the Offering that the Agents intend to exercise the Agents' Option.
The aggregate gross proceeds of the Offering will be used to fund the Company's qualifying exploration drilling and development drilling at its core Marten Mountain, Mitsue, Alberta property.
The Company will covenant to incur, on or before December 31, 2013, and to renounce, effective on or before December 31, 2012, to each subscriber of CEE Flow-Through Shares, an amount equal to the aggregate gross purchase price for the CEE Flow-Through Shares paid by such subscriber. The Company will further covenant to incur, on or before December 31, 2012, and to renounce, effective on or before December 31, 2012, to each subscriber of CDE Flow-Through Shares, an amount equal to the aggregate gross purchase price for the CDE Flow-Through Shares paid by such subscriber.
The Offering is subject to the receipt of all applicable regulatory approvals, including approval of the Toronto Stock Exchange. Closing of the Offering is expected to occur on or about October 18, 2012.
About Exall
Exall is a junior oil and gas company active in its business of oil and gas exploration, development and production from its properties in Alberta. Exall Energy is currently developing the new Mitsue area Marten Mountain discovery in north-central Alberta.
Exall Energy currently has 63,413,854 common shares, and $23.0 million principal amount of convertible unsecured subordinated debentures outstanding. The Company's common shares and convertible unsecured subordinated debentures are listed on the Toronto Stock Exchange under the trading symbols EE and EE.DB, respectively.
Reader Advisory
This news release contains forward-looking statements, which are subject to certain risks, uncertainties and assumptions, including those relating to the use of proceeds of the offering, the closing of the offering, results of operations and financial condition, capital spending, financing sources, commodity prices and costs of production. By their nature, forward-looking statements are subject to numerous risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, actual results may differ materially from those predicted. A number of factors could cause actual results to differ materially from the results discussed in such statements, and there is no assurance that actual results will be consistent with them. Such factors include fluctuating commodity prices, capital spending and costs of production, and other factors described in the Company's most recent Annual Information Form under the heading "Risk Factors" which has been filed electronically by means of the System for Electronic Document Analysis and Retrieval ("SEDAR") located at www.sedar.com. Such forward-looking statements are made as at the date of this news release, and the Company assumes no obligation to update or revise them, either publicly or otherwise, to reflect new events, information or circumstances, except as may be required under applicable securities law.
Please visit Exall Energy's website at: www.exall.com
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