C&C Energia Ltd.

May 25, 2010 09:15 ET

C&C Energia Ltd. Announces Closing of $100 Million Initial Public Offering, Secondary Offering by Denham Affiliate and Commencement of Trading

CALGARY, ALBERTA--(Marketwire - May 25, 2010) -


C&C Energia Ltd., formerly C&C Energy Canada Ltd. ("C&C Energia" or the "Corporation") (TSX:CZE), is pleased to announce that it has closed its previously announced initial public offering of its common shares and a secondary offering of common shares by C&C Investment Holdings LLC (the "Selling Shareholder"), an affiliate of Denham Commodity Partners Fund IV LP (the "Offerings"), a private equity fund advised by Denham Capital. The Offerings consisted of a treasury offering by the Corporation of 7,647,059 common shares and a secondary offering by the Selling Shareholder of 4,117,647 common shares, in each case at a price of Cdn$8.50 per Common Share, for gross proceeds to the Corporation of approximately Cdn$65,000,000 and to the Selling Shareholder of approximately Cdn$35,000,000. The Offerings were conducted through a syndicate of Underwriters led by FirstEnergy Capital Corp. and including GMP Securities L.P., Canaccord Genuity Corp., Cormark Securities Inc., Haywood Securities Inc., Macquarie Capital Markets Canada Ltd. and Scotia Capital Inc.

The Selling Shareholder has granted the underwriters an over-allotment option to purchase up to an additional 1,764,706 common shares, such option being exercisable within 30 days following the closing of the Offerings. If the over-allotment option is exercised, the Corporation will not sell any common shares nor receive any proceeds from the sale of shares thereunder.

After completion of the Offerings, the Selling Shareholder continues to hold 18,566,801 Common Shares representing approximately 34.2% of the issued and outstanding Common Shares (31.4% on a fully diluted basis). If the Over-Allotment Option is exercised in full, the Selling Shareholder will hold 16,802,095 Common Shares representing approximately 30.9% of the issued and outstanding Common Shares (28.4% on a fully diluted basis).

The net proceeds of the Treasury Offering will be used by the Corporation to fund a portion of its $90 million 2010 capital program, which includes (i) drilling and completions on its existing properties, (ii) expansion of existing facilities and pipelines, (iii) acquisition of new seismic and geological data and (iv) potential expenditures on new land acquisitions and opportunities. The Corporation expects to fund the remainder of the 2010 capital program from cash generated from its operations.

The Corporation has received approval for the listing of its common shares on the Toronto Stock Exchange and will commence trading on May 25, 2010. The Corporation's common shares have been assigned the trading symbol "CZE".

Prior to the completion of the Offerings, the Corporation held approximately 47% of the shares of C&C Energy (Barbados) Ltd. ("C&C Barbados"), a company engaged in the exploration for, and the acquisition, development and production of, oil resources in Colombia. Immediately prior to the completion of the Offerings, the Corporation completed the acquisition of all of the shares of C&C Barbados that it did not previously own. The Corporation also amended its articles of incorporation to change its name to C&C Energia Ltd.

The Corporation is pleased to advise that Kenneth Hillier, the Chief Financial Officer of C&C Barbados, and Randy McLeod, the Chief Operating Officer of C&C Barbados, have been appointed as the Chief Financial Officer and Chief Operating Officer, respectively, of the Corporation. They join Richard A. Walls, the President and Chief Executive Officer of the Corporation and Tomas Villamil, the Executive Vice President, Exploration of the Corporation, as executive officers of the Corporation. 

As the Corporation indicated in its prospectus dated May 14, 2010, Richard A. Walls, D. Michael G. Stewart and Carl Tricoli have joined Larry Evans and Norman Mackenzie on the board of directors of the Corporation. Russell Jackson, Ken McCagherty and Mark Wayne have resigned from the Corporation's board. The Corporation thanks them for their hard work and contribution to the development of the Corporation's business. Tomas Villamil has also left the board but remains Executive Vice-President, Exploration of the Corporation. The Corporation expects that Andrew Evans, Senior Vice-President of ARC Financial Corp., will join the board in the near future.

The Corporation, through C&C Barbados, is engaged in the exploration for, and the acquisition, development and production of, oil resources in Colombia. Its strategy is to develop producing oil assets by appraising and developing existing discoveries and exploring in areas assessed by management to be of low to moderate risk. The Corporation's public filings are available on the SEDAR website at www.sedar.com.

The securities referred to herein 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 unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful.


This press release contains forward-looking information (within the meaning of applicable Canadian securities laws) that involves known and unknown risks and uncertainties. Forward-looking information in this press release includes, but is not limited to, information concerning the expectations of the Corporation with respect to its capital program and its ability to fund its capital program from cash available from operations. These statements are based on management's expectations regarding operating and capital costs, expectations regarding drilling success, assumptions regarding management's future intentions for operations of the Corporation, the availability of supplies, equipment and personnel to complete the capital program, and the availability of new exploration opportunities. Should one or more of the assumptions underlying the forward-looking information prove incorrect, actual events could differ materially from those expressed or implied by the forward-looking information. These forward-looking statements are made as of the date of this press release and, other than as required by applicable securities laws, the Corporation does not assume any obligation to update or revise them to reflect new events or circumstances.

Contact Information

  • C&C Energia Ltd.
    Richard A. Walls
    President and Chief Executive Officer
    C&C Energia Ltd.
    Ken Hillier
    Chief Financial Officer