CALGARY, ALBERTA--(Marketwired - April 16, 2013) -
NOT FOR DISSEMINATION IN THE UNITED STATES.
Bengal Energy Ltd. (TSX:BNG) (the "Company") is pleased to announce that it has closed its previously announced brokered private placement (the "Offering") of common shares ("Common Shares"). Toll Cross Securities Inc. and National Bank Financial Inc. (together, the "Agents") acted as agents in respect of the Offering. Pursuant to the Offering, the Company issued a total of 9,500,666 Common Shares at a price of $0.60 per Common Share for aggregate gross proceeds of approximately C$5,700,400, including 1,117,333 Common Shares issued pursuant to the exercise by the Agents of their option to increase the Offering by up to 15% or 1,250,000 Common Shares. The Company paid the Agents a cash commission of approximately C$282,000, being 6.0% of the gross proceeds of the Offering excluding C$1,000,000 of President's list subscriptions. Of the 9,500,666 Common Shares issued pursuant to the Offering, 1,542,977 Common Shares (the "Escrowed Shares") issued to a director of the Company, and the subscription funds in respect thereof, are being held in escrow subject to the receipt of the Toronto Stock Exchange's final listing approval.
A total of 2,400,300 shares of the Offering were purchased by insiders of the Company.
The net proceeds of the Offering will be used for continued exploration and development of the Company's oil and gas properties and for general working capital purposes.
The Common Shares issued are subject to a four-month hold period, which expires on August 17, 2013.
This release does not constitute an offer for sale of securities in the United States. These securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States absent registration under the U.S. Securities Act or an applicable exemption from that U.S. registration requirements.
This news release contains certain statements which constitute forward-looking statements or information ("forward-looking statements"), including statements regarding the expected use of proceeds of the Offering and the Escrowed Shares. These forward-looking statements are based on certain key expectations and assumptions, including assumptions regarding the use of proceeds of the Offering, the satisfaction of the release conditions for the Escrowed Shares and the general economic conditions in Canada, Australia, India and globally and operations of the Company. These factors and assumptions are based upon currently available information and the forward-looking statements contained herein speak only as of the date hereof. Although the Company believes the expectations and assumptions reflected in the forward-looking statements are reasonable, as of the date hereof, undue reliance should not be placed on the forward-looking statements as the Company can give no assurances that they will prove correct and because forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. These risks include, but are not limited to: uncertainties and other factors that are beyond the control of the Company; global economic conditions; risks associated with the oil and gas industry; commodity prices and exchange rate changes; operational risks associated with exploration, development and production operations; delays or changes in plans; specific risks associated with the ability to execute production sharing contracts, ability to meet work commitments, ability to meet the capital expenditures, estimated size of any seismic features and whether additional geosciences work will progress to defining drillable locations; results of exploration and development activities and work plans; and risk associated with stock market volatility and the marketability of the Offering. The Company assumes no obligation to update any forward-looking statements or to update the reasons why actual results could differ from those reflected in the forward-looking statements, except as required by securities laws. The foregoing lists of factors and assumptions are not exhaustive, additional information identifying assumptions, risks and uncertainties is contained in filings of the Company with Canadian securities regulators, which are available under the Company's profile at www.sedar.com.