NuLoch Resources Inc.
TSX VENTURE : NLR.A
TSX VENTURE : NLR.B

NuLoch Resources Inc.

September 15, 2009 19:51 ET

NuLoch Resources Inc. Announces $25 Million Equity Financing

CALGARY, ALBERTA--(Marketwire - Sept. 15, 2009) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

NuLoch Resources Inc. ("NuLoch") (www.nuloch.ca) (TSX VENTURE:NLR.A) (TSX VENTURE:NLR.B) is pleased to announce that they have entered into an agreement with Genuity Capital Markets (the "Underwriter") to issue, by way of private placement on a "bought deal" basis, equity of Nuloch for gross proceeds of $25,090,000 (the "Offering").

The Offering will consist of 10,100,000 common shares of NuLoch to be issued on a flow-through basis (the "Flow-Through Shares") at a price of $0.80 per Flow Through Share and 24,300 units of NuLoch (the "Units") at a price of $700.00 per Unit. Each Unit will consist of 118 common shares of NuLoch (the "Common Shares") and 882 subscription receipts of NuLoch (the "Subscription Receipts"). Each Subscription Receipt will entitle the holder to acquire one Common Share without the payment of any additional consideration upon the closing of the previously announced acquisition of petroleum and natural gas properties in the Williston Basin region of the United States (the "Acquisition"). If the Acquisition does not close on or before November 30, 2009, or such other date as may be agreed upon by NuLoch and the Underwriter, NuLoch is obligated to repurchase the Subscription Receipts from the holders thereof in consideration of the refund of the applicable portion of the subscription proceeds.

NuLoch will also grant the Underwriter an option to purchase an additional 3,645 Units at the Unit offering price up to the closing of the Offering. As a part of their compensation, upon the closing of the Offering, the Underwriter will also be issued compensation options entitling the Underwriter to subscribe for Common Shares for a period of six months from the closing of the Offering, in an amount equal to 3% of the aggregate number of Flow-Through Shares, Common Shares and Subscription Receipts issued under the Offering with an exercise price equal to $0.70.

The proceeds received by NuLoch from the sale of the Flow-Through Shares will be used to incur eligible Canadian exploration expenses. The proceeds received by NuLoch from the sale of the Common Shares that comprise part of the Units will be used to fund the exploration and development activities of the Corporation and for general corporate purposes. The proceeds received by NuLoch from the sale of the Subscription Receipts will be used to fund the Acquisition. Closing of the Offering is expected to occur on or about October 6, 2009, and is subject to certain customary conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.

FORWARD LOOKING STATEMENTS

Certain information set forth in this press release contains forward-looking statements. Specifically, this press release contains forward-looking statements concerning the anticipated use of proceeds of the Offering and the anticipated closing of the Offering and of the Acquisition. The anticipated closing dates assume that prior to that date, Nuloch will obtain all necessary regulatory approvals and all applicable pre-conditions, including due diligence related to the Acquisition, will be satisfied. The anticipated use of proceeds assumes that the Offering and the Acquisition will occur as contemplated. In each case, the risk factors that could cause actual results to vary from results expressed or implied by the forward looking statements contained in this press release are primarily events beyond Nuloch's control that preclude Nuloch from satisfying all applicable pre-conditions and include the risks that the Offering and/or the Acquisition may not close. These forward-looking statements may prove to be incorrect and undue reliance should not be placed on them. These forward-looking statements are made as of the date hereof and unless otherwise required by applicable law, Nuloch disclaims any intention or obligation to update or revise such forward-looking statements, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Contact Information

  • NuLoch Resources Inc.
    R. Glenn Dawson
    President & Chief Executive Officer
    (403) 920-0455
    (403) 920-0457 (FAX)
    or
    NuLoch Resources Inc.
    Brian D. Murray
    Executive Vice-President & Chief Financial Officer
    (403) 920-0455
    (403) 920-0457 (FAX)
    or
    NuLoch Resources Inc.
    Suite 2200, 444 - 5th Avenue S.W.
    Calgary Alberta T2P 2T8