Albion Petroleum Ltd.
TSX VENTURE : ABP.H

April 05, 2012 11:52 ET

Albion Announces Closing of Common Share Financing

CALGARY, ALBERTA--(Marketwire - April 5, 2012) - ALBION PETROLEUM LTD. ("Albion" or the "Corporation") (TSX VENTURE:ABP.H) is pleased to announce that has closed its previously announced non-brokered private placement (the "Private Placement"), as described in more detailed in Albion's press release dated February 8, 2012. Albion issued an aggregate of 4,761,000 common shares of the Corporation ("Common Shares") at a price of $0.105 per Common Share for gross proceeds of $499,905. All securities issued pursuant to the Private Placement are subject to a statutory 4 month hold period expiring August 6, 2012. Proceeds of the Private Placement will be used to identify and evaluate qualifying transactions and for general working capital.

Directors and officers participated in the Private Placement for total gross proceeds of $210,000. The Corporation has determined that there are exemptions available from the various requirements of TSX Venture Policy 5.9 and Multilateral Instrument 61-101 for the issuance of these shares (Formal Valuation - Issuer Not Listed on Specified Markets; Minority Approval - Fair Market Value Not More Than $2,500,000).

Further to disclosure requirements of applicable securities laws, Mr. Benjamin Hill acquired 1,100,000 Common Shares pursuant to the Private Placement, approximately 10.22% of the issued and outstanding Common Shares (the "Hill Transaction"). Mr. Hill now owns and controls 1,100,000 Common Shares. Mr. Hill holds no additional securities of Albion. The Hill Transaction was made for investment purposes. Mr. Hill may increase or decrease his investment in Albion depending on market conditions or any other relevant factors. The Common Shares issued pursuant to the Hill Transaction were distributed pursuant to the exemptions from the prospectus and registration requirements set out in section 2.24 of National Instrument 45-106 - Prospectus and Registration Exemptions. Mr. Hill will file a report under National Instrument 62-103 - The Early Warning System of the Canadian Securities Administrators in connection with the Hill Transaction.

Further to disclosure requirements of applicable securities laws, Mr. David A. Shaw acquired 500,000 Common Shares pursuant to the Private Placement, approximately 4.65% of the issued and outstanding Common Shares (the "Shaw Transaction"). Mr. Shaw now owns and controls 1,631,334 Common Shares, representing approximately 15.15% of the issued and outstanding Common Shares. Mr. Shaw holds no additional securities of Albion. The Shaw Transaction was made for investment purposes. Mr. Shaw may increase or decrease his investment in Albion depending on market conditions or any other relevant factors. The Common Shares issued pursuant to the Shaw Transaction were distributed pursuant to the exemptions from the prospectus and registration requirements set out in section 2.3 of National Instrument 45-106 - Prospectus and Registration Exemptions. Mr. Shaw will file a report under National Instrument 62-103 - The Early Warning System of the Canadian Securities Administrators in connection with the Shaw Transaction.

Further to disclosure requirements of applicable securities laws, Brewin Nominees (Channel Islands) Limited ("Brewin") acquired 1,500,000 Common Shares pursuant to the Private Placement, approximately 13.93% of the issued and outstanding Common Shares (the "Brewin Transaction"). Brewin now owns and controls 1,500,000 Common Shares, representing approximately 13.93% of the issued and outstanding Common Shares. Brewin holds no additional securities of Albion. The Brewin Transaction was made for investment purposes. Brewin may increase or decrease its investment in Albion depending on market conditions or any other relevant factors. The Common Shares issued pursuant to the Brewin Transaction were distributed pursuant to the exemptions from the prospectus and registration requirements set out in section 2.3 of National Instrument 45-106 - Prospectus and Registration Exemptions. Brewin will file a report under National Instrument 62-103 - The Early Warning System of the Canadian Securities Administrators in connection with the Brewin Transaction.

Completion of the private placement is subject to approval from the NEX Board.

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Albion assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to Albion. Additional information identifying risks and uncertainties is contained in certain of Albion's filings with the Canadian securities regulators, which filings are available at www.sedar.com.

Neither the NEX Board, 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 of accuracy of this news release.

Contact Information

  • Albion Petroleum Ltd.
    David Shaw
    CEO and Director
    (604) 221-4828