EnerVest 2011 Flow-Through LP

January 27, 2011 14:06 ET

Canoe Files Preliminary Prospectus for the EnerVest 2011 Flow-Through LP

CALGARY, ALBERTA--(Marketwire - Jan. 27, 2011) -

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

Canoe Financial LP (the "Manager" or "Canoe"), has filed a preliminary prospectus for the initial public offering of limited partnership units ("Units") of the EnerVest 2011 Flow-Through LP (the "Partnership"), in each of the provinces of Canada, except Quebec. The offering has been set at a maximum of $40,000,000 (1,600,000 Units) and a minimum of $5,000,000 (200,000 Units).

The Partnership's investment objective is to provide Limited Partners with exposure to quality tax-advantaged energy investments of two separate portfolios, consisting primarily of (i) Canadian Exploration Expense ("CEE") Flow-Through Shares of Resource Companies (the "Class CEE Portfolio"); or (ii) Canadian Development Expense ("CDE") Flow-Through Shares of Resource Companies (the "Class CDE Portfolio", and together with the Class CEE Portfolio, the "Investment Portfolios"). The Partnership provides the choice of investing in either the Class CEE Portfolio or the Class CDE Portfolio or a combination of both, allowing investors to target their specific investment requirements. 

The Investment Portfolios will be managed by Canoe Financial LP, a Calgary-based investment management firm with over $1.7 billion in assets under management. Canoe's personnel have experience investing in and operating oil and natural gas companies as well as financing and structuring energy-related transactions. The minimum subscription amount is 200 Units at a price of $25 per Unit comprised of one or both of the classes of Units and payable in full on Closing. On or before June 30, 2013, the Partnership intends to complete an exchange transaction on a tax-deferred basis with EnerVest Natural Resource Fund Ltd. ("EnerVest Resource Fund") or with another designated Canoe Financial mutual fund. The EnerVest Resource Fund is a mutual fund corporation focused on generating capital appreciation by investing primarily in oil and natural gas and related businesses. 

The offering is being conducted by a syndicate of Agents co-led by CIBC and RBC Capital Markets and includes BMO Capital Markets, National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc., Canaccord Genuity Corp., GMP Securities LP, HSBC Securities (Canada) Inc., Macquarie Private Wealth Inc., Raymond James Ltd., Wellington West Capital Markets Inc., Desjardins Securities Inc., Dundee Securities Corporation, Mackie Research Capital Corporation and Manulife Securities Incorporated.

A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in all of the provinces of Canada, except Quebec. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from any of the Agents listed above. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued. These Units will not be offered for sale to residents of the United States.

Certain statements included in this news release constitute forward-looking statements. The forward-looking statements are not historical facts but reflect the Manager's current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations including changes in tax laws applicable to the Partnership and its securities and the interpretation thereof by the applicable taxation authorities, risks customary to the oil and gas industry and the exploration for and production of oil and gas and reflecting the ability of the Partnership to complete a liquidity alternative. Although the Manager believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, readers are cautioned not to place undue reliance on such statements due to the inherent uncertainty therein. The Manager undertakes no obligation to update publicly or otherwise revise any forward-looking statement or information whether as a result of new information, future events or other such factors which affect this information, except as required by law. Investment funds are not covered by the Canada Deposit Insurance Corporation or by any other government deposit insurer. There can be no assurances that the fund will be able to maintain its net asset value at a constant amount or that the full amount of your investment in the fund will be returned to you. Past performance may not be repeated.

This communication is not to be construed as a public offering to sell, or a solicitation of an offer to buy securities. Investors should contact their Investment Advisor to review their investment objectives and strategies. This information is for review purposes only, and investors should consult their Investment Advisor for complete details and risk factors on specific strategies and various investment products.

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