Daylight Resources Trust

Daylight Resources Trust

December 08, 2009 17:21 ET

Daylight Resources Trust Announces Revised Closing Date for $150,000,000 Public Offering of Convertible Unsecured Subordinated Debentures


CALGARY, ALBERTA--(Marketwire - Dec. 8, 2009) - Daylight Resources Trust ("Daylight" or the "Trust") (TSX:DAY.UN) announced today that it has reached an agreement with the syndicate of Underwriters to revise the closing date to January 5, 2010 (the "Closing Date") for the previously announced "bought-deal" offering of 150,000 6.25% 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 syndicate of underwriters is co-led by GMP Securities L.P. and CIBC World Markets Inc., and includes 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"). The Debentures and the Offering continue to be subject to regulatory approval and the previously announced terms of the Debentures and the Offering are unchanged.

Upon further review by Daylight, and its advisors, the Underwriters, and their advisors, it has been determined that, although uncertain, the Offering will likely result in the Trust being considered to have exceeded its permitted normal growth expansion room under the specified investment flow-through ("SIFT") income tax legislation. If the Offering results in the Trust exceeding its permitted normal growth expansion room, the Trust and its Unitholders would become subject to the SIFT income tax legislation on the Closing Date of the Offering. By revising the Closing Date to January 5, 2010, if the SIFT income tax legislation were to apply as a result of the Offering, there should be no income tax impact on Daylight and its Unitholders for the 2009 year. Following the acquisition of Highpine Oil & Gas Limited on October 8, 2009 Daylight and its subsidiaries have tax pools of over $1.4 billion, which are available to shelter a corresponding amount of income from cash income taxes in 2010 and well beyond our planned proposal to convert to a dividend paying corporation which is expected to occur in conjunction with our Annual General Meeting in May 2010. As a result of our significant tax pool balances and planned proposal to convert to a dividend paying corporation during the first half of 2010, it is expected that, even if Daylight and our Unitholders become subject to the SIFT income tax legislation as a result of the Offering, Daylight and our Unitholders should not experience a negative income tax impact of any significance.

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.


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 Closing Date of the Offering, taxability of the Trust, taxability of our Unitholders, conversion of the Trust and the potential impact of "undue expansion". 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.

These forward-looking statements make certain assumptions, including but not limited to tax treatment of the Trust, tax treatment of our Unitholders and the application of income tax laws.

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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