C&C Energia Ltd.
TSX : CZE

May 09, 2011 15:43 ET

C&C Energia Ltd. Announces Closing of Acquisition, Conversion of Subscription Receipts and Exercise of Underwriters' Over-Allotment Option

CALGARY, ALBERTA--(Marketwire - May 9, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

C&C Energia Ltd. (TSX:CZE) ("C&C" or the "Corporation") is pleased to announce that the Corporation's indirect wholly owned subsidiary, Grupo C&C Energia (Barbados) Ltd. ("Grupo C&C") has successfully closed the previously announced acquisition of certain oil and gas properties in Colombia (the "Acquisition"). The oil and gas properties, located in the oil rich Central Llanos Basin, are comprised of a 70% operated interest in the Cachicamo Block comprised of 87,646 acres (61,532 net acres) and a 50% non-operated interest in the Pajaro Pinto Block comprised of 60,080 acres (30,040 net acres) (the "Acquired Assets").

C&C financed the Acquisition through an underwritten public offering (the "Offering") of 8,300,000 subscription receipts ("Subscription Receipts") by a syndicate of underwriters led by FirstEnergy Capital Corp. and including Canaccord Genuity Corp., Cormark Securities Inc., TD Securities Inc. and CIBC World Markets Inc. (the "Underwriters").

Pursuant to the Offering, C&C issued 8,300,000 Subscription Receipts at Cdn$12.10 per Subscription Receipt for gross proceeds of Cdn$100,430,000. With the closing of the Acquisition, trading in the Subscription Receipts will be halted and will remain halted until the close of business today, May 9, 2011, at which time the Subscription Receipts will be de-listed. In accordance with their terms, each Subscription Receipt was deemed to have been exchanged for one common share of the Corporation.

C&C also announces that the Underwriters have provided notice to the Corporation of the exercise in full of the over-allotment option to purchase an additional 1,245,000 common shares of the Corporation at a price of Cdn$12.10 per common share (the "Over-Allotment Option"). The Corporation's net proceeds from the exercise of the Over-Allotment Option will be used to fund a portion of the Corporation's 2011 exploration and development program, including with respect to the Acquired Assets. The closing of the Over-Allotment Option exercise is expected to occur on or about May 12, 2011.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities of C&C in the United States. The Subscription Receipts (and any common shares of C&C issued upon the exercise of the Subscription Receipts) and common shares described in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state and may not be offered, sold or delivered in the United States absent an exemption from registration.

ABOUT C&C ENERGIA LTD.

The Corporation, through its subsidiary Grupo C&C, is engaged in the exploration for, the 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.

Cautionary Statement Regarding Forward-Looking Information

This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information can often, but not always, identified by the use of words such as "anticipate", "intend", "expect", "may", "will", "should", or similar words suggesting future activities, circumstances or outcomes. In particular, this document contains forward-looking information and statements regarding: (i) crude oil reserve volumes associated with the Acquired Assets; (ii) expected production from the Acquired Assets; (iii) development and drilling plans for the Acquired Assets; (vi) the anticipated closing of the Over-Allotment Option; (iv) the issuance of common shares of C&C upon the exchange of the Subscription Receipts; (v) the halt and subsequent delisting of the Subscription Receipts; and (vii) the use of proceeds from the Over-Allotment Option. All statements other than statements of historical fact may be forward-looking information.

This forward-looking information is subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking information. These risks and uncertainties include, but are not limited to, such things as changes in general economic and industry conditions in Canada, Colombia and elsewhere, disruptions in domestic or international financial markets and new laws and regulations (domestic and foreign). Although the intended use of proceeds is based on current expectations of management of C&C, there may be circumstances where, for business reasons, a reallocation of funds may be necessary as may be determined at the discretion of C&C and there can be no assurance as at the date hereof as to how those funds may be reallocated. The outcome of the Acquisition and the closing of the Over-Allotment Option, as well as C&C's actual results, performance or achievement could differ materially from those expressed in, or implied by, such forward-looking information and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking information will transpire or occur or, if any of them do, what benefits that C&C will derive from them. Additional information and other factors that could affect C&C and the common shares are included in the documents on file with applicable securities regulatory authorities, including the annual information form of C&C for the period ended December 31, 2010, and may be accessed through the SEDAR website at www.sedar.com. C&C's forward-looking information is expressly qualified in its entirety by this cautionary statement. Except as required by law, C&C undertakes no obligation to publicly update or revise any forward-looking information or statements.

Contact Information

  • C&C Energia Ltd.
    Richard A. Walls
    President and Chief Executive Officer
    403-930-0114

    C&C Energia Ltd.
    Ken Hillier
    Chief Financial Officer
    403-930-0120