Daylight Resources Trust
TSX : DAY.UN
TSX : DAY.DB
TSX : DAY.DB.B
TSX : DAY.DB.C

Daylight Resources Trust

December 02, 2009 07:58 ET

Daylight Resources Trust Announces $150,000,000 Public Offering of Convertible Unsecured Subordinated Debentures

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

CALGARY, ALBERTA--(Marketwire - Dec. 2, 2009) - Daylight Resources Trust ("Daylight" or the "Trust") (TSX:DAY.UN) announced today that it has reached an agreement with a syndicate of underwriters co-led by GMP Securities L.P. and CIBC World Markets Inc., and including Scotia Capital Inc., TD Securities Inc., BMO Nesbitt Burns Inc., Canaccord Capital Corporation, FirstEnergy Capital Corp., Raymond James Ltd., Thomas Weisel Partners Canada Inc., HSBC Securities (Canada) Inc., National Bank Financial Inc., Cormark Securities Inc. and Macquarie Capital Markets Canada Ltd. (collectively, the "Underwriters"), pursuant to which the Trust will issue on a "bought-deal" basis, subject to regulatory approval, 150,000 Convertible Unsecured Subordinated Debentures (the "Debentures") at a price of $1,000 per Debenture for total gross proceeds of $150,000,000 (the "Offering"). The Trust has granted to the Underwriters an over-allotment option to purchase up to an additional $22,500,000 aggregate principal amount of Debentures at the same price (plus accrued interest from closing of the Offering), exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering, to cover over-allotments.

Net proceeds from the Offering will be used by the Trust to initially reduce outstanding borrowings under Daylight's existing credit facilities and for general corporate purposes, including the future funding of opportunistic acquisitions and expanded capital programs focused on our repeatable resource plays.

The Debentures will bear interest from the date of issue at 6.25% per annum, payable semi-annually in arrears on June 30 and December 31 each year commencing June 30, 2010. The Debentures will have a maturity date of December 31, 2014 (the "Maturity Date").

The Debentures will be convertible at the holder's option at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date specified by the Trust for redemption of the Debentures into fully paid and non-assessable trust units ("Trust Units") of the Trust at a conversion price of $12.00 per Trust Unit, being a conversion rate of approximately 83.3333 Trust Units for each $1,000 principal amount of Debentures. Holders converting their Debentures will receive accrued and unpaid interest thereon for the period from the date of the last interest payment to, but excluding the date of conversion.

The Debentures will not be redeemable by the Trust on or before December 31, 2012. On or after January 1, 2013 and prior to maturity the Debentures may be redeemed by the Trust, at its option in whole or in part, at a redemption price of $1,050 per Debenture on or after January 1, 2013 and on or before December 31, 2013 and at a redemption price of $1,025 per Debenture on or after January 1, 2014 and before the Maturity Date, plus accrued and unpaid interest.

The Offering is subject to normal regulatory approvals, including approval of the TSX. The Debentures will be offered in each of the provinces of Canada other than the provinces of Quebec and Prince Edward Island by way of a short form prospectus, and by way of private placement in the United States to Qualified Institutional Buyers pursuant to Rule 144A or Institutional Accredited Investors pursuant to Regulation D under the United States Securities Act of 1933, as amended. Closing of the Offering is expected to occur on or about December 22, 2009.

Daylight is a growing intermediate oil and natural gas producing company with a high quality suite of assets in Western Canada. Our highly focused team utilizes our technical expertise in exploration, development and acquisitions to create long-term value for our Unitholders. Our team has developed a multi-year inventory of repeatable, low risk exploitation resource play projects with substantial potential reserve additions on assets we currently own and control in the premier Deep Basin area of Alberta and British Columbia.

Daylight has approximately 174 million Trust Units currently outstanding which trade on the TSX under the symbol DAY.UN. Daylight Series B and Series C convertible debentures trade on the TSX under the symbols DAY.DB.B and DAY.DB.C respectively.

ADVISORY:

The Debentures offered hereby have not been registered with the U.S. Securities and Exchange Commission and may not be offered or sold in the United States absent registration or an exemption from registration.

Forward-Looking Statements: This press release contains forward-looking statements. More particularly, this press release contains statements concerning the anticipated filing of the short form prospectus, closing date of the Offering and the anticipated use of the net proceeds of the Offering. Although the Trust believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because the Trust 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.

The closing of the Offering could be delayed if the Trust is not able to obtain the necessary regulatory and stock exchange approvals on the timelines it has planned. The Offering will not be completed at all if these approvals are not obtained or some other condition to the closing is not satisfied. Accordingly, there is a risk that the Offering will not be completed within the anticipated time or at all.

The intended use of the net proceeds of the Offering by the Trust might change if the board of directors of Daylight Energy Ltd., the administrator of the Trust, determines that it would be in the best interests of the Trust to deploy the proceeds for some other purpose.

The forward-looking statements contained in this press release are made as of the date hereof and the Trust 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.

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