BNK Petroleum Inc.
TSX : BKX

BNK Petroleum Inc.

March 05, 2014 07:53 ET

BNK Petroleum Inc. Announces $35 Million Bought-Deal Financing

CAMARILLO, CALIFORNIA--(Marketwired - March 5, 2014) -

NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW.

BNK Petroleum Inc. (the "Company" or "BNK") (TSX:BKX) announced that it has entered into an agreement with a syndicate of underwriters led by Macquarie Capital Markets Canada Ltd. and including GMP Securities L.P., TD Securities Inc., and Cormark Securities Inc. (together the "Underwriters"), under which the Underwriters have agreed to purchase, on a bought deal basis, 15,910,000 common shares ("Common Shares") of the Company at $2.20 per Common Share (the "Offering") to raise gross proceeds of $35,002,000.

The Company has also granted the Underwriters an over-allotment option to increase the size of the Offering by purchasing from treasury up to an additional 2,386,500 Common Shares on the same terms, exercisable in whole or in part at any time prior to 30 days after the closing of the Offering.

The net proceeds from the Common Shares will be used to fund ongoing capital expenditures and for general corporate purposes.

Closing of the Offering is anticipated to occur on or about March 26, 2014 (the "Closing Date") and is subject to the receipt of applicable regulatory approvals, including approval of the Toronto Stock Exchange.

The Common Shares to be issued under the Offering will be offered: (a) by way of a short form prospectus to be filed in Alberta, British Columbia, Manitoba and Ontario; (b) in the United States on a private placement basis pursuant to exemptions from the registration and prospectus requirements of the United States Securities Act of 1933; and (c) in such other jurisdictions as BNK and Macquarie Capital Markets Canada Ltd. may agree, provided that no prospectus filing or comparable obligation arises in such jurisdictions.

About BNK Petroleum Inc.

BNK Petroleum Inc. is an international oil and gas exploration and production company focused on finding and exploiting large, predominately unconventional oil and gas resource plays. Through various affiliates and subsidiaries, the Company owns and operates shale oil and gas properties and concessions in the United States, Poland and Spain. Additionally the Company is utilizing its technical and operational expertise to identify and acquire additional unconventional projects. The Company's shares are traded on the Toronto Stock Exchange under the stock symbol BKX.

Caution Regarding Forward-Looking Information

Certain statements contained in this news release constitute "forward-looking information" as such term is used in applicable Canadian securities laws, including statements regarding the Offering and the use of proceeds therefrom and the timing thereof. Forward-looking information typically uses words such as "anticipate", "believe", "project", "expect", "goal", "plan", "intend" or similar words suggesting future outcomes, statements that actions, events or conditions "may", "would", "could" or "will" be taken or occur in the future. The forward-looking information is based on certain key expectations and assumptions made by BNK's management, including, without limitation, expectations and assumptions concerning obtaining the necessary regulatory approvals, including the approval of the Toronto Stock Exchange and satisfaction of the other conditions to closing the Offering.

Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because BNK can give no assurance that they will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature it involves inherent risks and uncertainties. The Offering may not be completed on the anticipated time frame or at all and the Company's use of proceeds of the Offering, actual results, performance or achievement could differ materially from those expressed in, or implied by, the forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that the Company will derive from the Offering. Management has included the above summary of assumptions and risks related to forward-looking information provided in this press release in order to provide securityholders with a more complete perspective on the Offering and such information may not be appropriate for other purposes.

Readers are cautioned that the foregoing lists of factors are not exhaustive. Additional information on these and other factors that could affect the Company's operations or financial results are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).

These forward-looking statements are made as of the date of this press release and BNK disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

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