C&C Energia Ltd.
TSX : CZE

April 21, 2011 08:32 ET

C&C Energia Ltd. Announces Closing of $100,430,000 Bought Deal Equity Offering

CALGARY, ALBERTA--(Marketwire - April 21, 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 it has closed its previously announced "bought deal" public offering of subscription receipts ("Subscription Receipts") at a price of $12.10 per Subscription Receipt for gross proceeds of $100,430,000 (the "Financing"). The offering was underwritten by a syndicate of underwriters led by FirstEnergy Capital Corp. and included Canaccord Genuity Corp., Cormark Securities Inc., TD Securities Inc. and CIBC World Markets Inc. (the "Underwriters").

The Corporation has granted the Underwriters an option to purchase up to an additional 1,245,000 Subscription Receipts, exercisable at the offering price for a period of 30 days from closing. The over-allotment option has not been exercised. If the over-allotment option is exercised in full, the gross proceeds of the Financing will be $115,494,500

The net proceeds of the Financing will be used to fund the cash purchase price payable by the Corporation's indirect wholly owned subsidiary, Grupo C&C Energia (Barbados) Ltd. ("Grupo C&C"), for the previously announced acquisition of certain oil and gas properties in Colombia (the "Acquisition"). The purchase price of the Acquisition is US$89 million (subject to certain customary closing adjustments), payable in cash, with an effective date of January 1, 2011. Any amounts in excess of the cash purchase price will be used for C&C's 2011 exploration and development program and for general working capital purposes.

Closing of the proposed Acquisition is subject to customary closing conditions including the receipt of all necessary regulatory approvals. C&C expects that the transaction will close in late April, 2011.

The gross proceeds of the Financing will be held in escrow pending the completion of the Acquisition. If the Acquisition is completed on or before July 1, 2011, the net proceeds will be released to C&C and each Subscription Receipt will be exchanged for one common share of C&C for no additional consideration. If the Acquisition is not completed on or before July 1, 2011, if the Acquisition Agreement is terminated at an earlier time, or if C&C advises the Underwriters or announces to the public that it is not proceeding with the Acquisition, the holders of Subscription Receipts will receive a cash payment equal to the offering price of the Subscription Receipts and any interest that was earned thereon during the term of the escrow.

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 described in this news release (and any common shares of C&C issued upon the exercise of the Subscription Receipts) 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 Energia (Barbados) Ltd., 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

The information and statements in this news release contains certain forward-looking information. This forward looking information relates to future events or C&C's future performance. In particular, this document contains forward-looking information and statements regarding: (ii) the issuance of common shares of C&C on the exercise of the Subscription Receipts, (ii) the use of proceeds of the Financing, and (iii) the expected completion of the Acquisition, including the ability of C&C to satisfy all necessary conditions to the closing of the Acquisition. 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. The outcome and timing of the proposed Acquisition and Financing, 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. 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