Birchcliff Energy Ltd.
TSX : BIR

Birchcliff Energy Ltd.

June 09, 2009 08:08 ET

Birchcliff Energy Ltd. Announces $62.0 Million Financing by Way of Bought Deal and Private Placement

CALGARY, ALBERTA--(Marketwire - June 9, 2009) -

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

Birchcliff Energy Ltd. ("Birchcliff" or the "Company") (TSX:BIR) is pleased to announce that it has entered into an agreement with a syndicate of underwriters co-led by GMP Securities L.P. and Scotia Capital Inc. and including Cormark Securities Inc., HSBC Securities (Canada) Inc., RBC Capital Markets, Thomas Weisel Partners Canada Inc. and Canaccord Capital Corporation pursuant to which the underwriters have agreed to purchase on a "bought deal" basis 8,000,000 common shares ("Common Shares") of Birchcliff at a price of $6.20 per Common Share for aggregate gross proceeds of $49,600,000 (the "Bought Deal Offering").

Birchcliff is also pleased to announce that Mr. Seymour Schulich has agreed to purchase 2,000,000 Common Shares of Birchcliff by way of private placement at a price of $6.20 per common share for aggregate proceeds of $12,400,000 (the "Private Placement").

Proceeds of the Bought Deal Offering and Private Placement will initially be used to pay down the Company's bank debt and then will be used to fund a portion of the Company's ongoing capital program. Pursuant to the Bought Deal Offering, the Common Shares will be offered in all provinces of Canada (except Quebec) by way of a short form prospectus and by way of private placement in the United States pursuant to exemptions from the registration requirements pursuant to Rule 144A and/or Regulation D of the United States Securities Act of 1933.

Closing of the Bought Deal Offering and Private Placement is expected to occur concurrently on or about June 30, 2009 and is subject to certain customary conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange.

The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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 Bought Deal Offering and Private Placement and the anticipated closing date of the Bought Deal Offering and Private Placement. The anticipated closing date assumes that prior to that date, Birchcliff will obtain all necessary regulatory approvals and all applicable pre-conditions will be satisfied. The anticipated use of proceeds assumes that the Bought Deal Offering and the Private Placement 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 the Corporation's control that preclude the Corporation from satisfying all applicable pre-conditions and include the risks that the Bought Deal Offering and the Private Placement 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, Birchcliff disclaims any intention or obligation to update or revise such forward-looking statements, whether as a result of new information, future events or otherwise.

Birchcliff is a publicly traded company that trades on the
Toronto Stock Exchange under the symbol "BIR".

This press release is not for distribution to United States Newswire Services or for dissemination in the United States.

Contact Information

  • Birchcliff Energy Ltd.
    Jeff Tonken
    President and Chief Executive Officer
    (403) 261-6401
    (403) 261-6424 (FAX)
    or
    Birchcliff Energy Ltd.
    Bruno Geremia
    Vice President and Chief Financial Officer
    (403) 261-6401
    (403) 261-6424 (FAX)