Nexstar Energy Ltd.
TSX VENTURE : NXE.A
TSX VENTURE : NXE.B

Nexstar Energy Ltd.

November 21, 2008 13:47 ET

Nexstar Energy Announces Details of Private Placement and Debt Settlements

CALGARY, ALBERTA--(Marketwire - Nov. 21, 2008) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR TO US PERSONS.

Nexstar Energy Ltd. ("Nexstar" or the "Company") (TSX VENTURE:NXE.A) (TSX VENTURE:NXE.B) announces that it has finalized and amended the terms and provisions of its previously announced private placement (the "Private Placement"). The Private Placement is for up to $3,500,000 of Units (the "Units"). Each Unit will be priced at $1,000 and will be comprised of a $1,000 Convertible Debenture providing an 8% annual interest rate and 20,000 Purchase Warrants to acquire Flow-Through Class A Shares of the Company (the "Class A Warrants"). Each $1,000 Debenture will be purchased at an ascribed value of $980, will mature on November 21, 2010 at par and will be convertible at the option of the holder at any time prior to maturity into 20,000 Class A Shares of the Company. Each full Class A Warrant will be exercisable for one Class A Share of the Company at a price of $0.05 per share until November 21, 2009. The closing of the Private Placement is now scheduled for Monday, November 24, 2008. The funds from the Private Placement will be utilized by the Company for exploration and development drilling in the Company's core areas, debt reduction and working capital. All securities issued pursuant to the Private Placement will be subject to a four month hold pursuant to applicable securities legislation.

The Company also announces that it has entered into an Agreement with respect to the settlement of its indebtedness with its major lender (the "Lender"). The Agreement, which will close simultaneously with the closing of the Private Placement, provides for the payment of funds and transfer of securities to the Lender and the issuance by the Company to the Lender of 4,000,000 Class A Warrants (the "Warrants"). The Warrants are exercisable into Class A Shares of the Company at a price of $0.05 until November 21, 2009 and $0.10 until November 21, 2010 and will be subject to a four month hold in accordance with applicable securities laws. The settlement is also a pre-condition to the closing of the Private Placement.

The Company also announces that pursuant to its news release issued June 2, 2008, the Company has now entered into additional settlement agreements with certain trade creditors of the Company for cash and the issuance of 411,527 Class A Shares of the Company which were issued at a deemed price of $0.15 per share in satisfaction of approximately $62,000 of outstanding debts. The settlement agreements are subject to final approval from the TSXV and the Class A Shares issued will be subject to a four month hold period in accordance with applicable securities laws.

About Nexstar Energy

Nexstar Energy is a newly reorganized junior oil and gas company that is focused on drilling multi-zone oil and natural gas prospects in western Canada, complemented by strategic acquisitions.

This document contains forward-looking information that is based on expectations and estimates as of the date of this document. This forward-looking information is information that is subject to known and unknown risks and other factors that may cause future actions, conditions or events to differ materially from the anticipated actions, conditions or events expressed or implied by such forward-looking information. Forward-looking information is information that does not relate strictly to historical or current facts, and can be identified by the use of the future tense or other forward-looking words such as "proposed", "believe", "expect", "anticipate", "intend", "plan", "estimate", "should", "may", "objective", "projection", "forecast", "continue", "strategy", "position" or the negative of those terms or other variations of them or comparable terminology. Examples of such forward-looking information in this document include but are not limited to the following, each of which is subject to significant risks and uncertainties and is based on a number of assumptions which may prove to be incorrect. The Company will be required to secure financing in order to participate in the projects referenced in this document and there is no assurance that the Company will be able to secure such financing. This forward-looking information represents the Company's views as of the date of this document and such information should not be relied upon as representing the Company's views as of any date subsequent to the date of this document. The Company has attempted to identify important factors that could cause actual results, performance or achievements to vary from those current expectations or estimates expressed or implied by the forward-looking information. However, there may be other factors that cause results, performance or achievements not to be as expected or estimated and that could cause actual results, performance or achievements to differ materially from current expectations. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. These factors are not intended to represent a complete list of factors that could affect the Company. Boes may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

13,032,869 Class A Shares

1,080,000 Class B Shares

ADVISORY: The TSX Venture Exchange has neither approved nor disapproved the contents of this news release. The TSXV does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Nexstar Energy Ltd.
    Peter A. Carwardine
    President and CEO
    (403) 263-6133 ext. 201
    (403) 263-3629 (FAX)
    or
    Nexstar Energy Ltd.
    Brian J. Spilchen
    VP Finance and CFO
    (403) 263-6133 ext. 202
    (403) 263-3629 (FAX)
    or
    Nexstar Energy Ltd.
    603 - 7 Avenue SW, Suite 525
    Calgary, Alberta T2P 2T5
    Email: info@nexstar-energy.com
    Website: www.nexstar-energy.com