CALGARY, ALBERTA--(Marketwired - Dec. 31, 2013) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
Ceiba Energy Services Inc. ("Ceiba" or the "Company") (TSX VENTURE:CEB) is pleased to announce the following:
- Ceiba has completed the non-brokered private placement (the "Private Placement") of 6,500,000 equity units of the Company for gross proceeds of $2,600,000.
- Ceiba Management will exercise 550,000 warrants of the Company) at an exercise price of $0.50 per Warrant, providing additional gross proceeds of $275,000 in January 2014 .
- Ceiba continues to move forward with the proposed acquisition of Cam-Star Resources (1990) Ltd. (the "Acquisition").
- Ceiba is subject to an Early Warning Report that after giving effect to the Private Placement, as at the date hereof, John Hooks owns or controls, directly or indirectly, an aggregate of 10,308,332 common shares, representing approximately 13.3% of the issued and outstanding Common Shares.
Ceiba has completed the Private Placement of 6,500,000 units ("Units") of the Company for aggregate gross proceeds of to $2,600,000. Each Unit was issued at a price of $0.40 per Unit and was comprised of one Common Share and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to acquire one Common Share at a price of $0.50 for a period of one year from the closing of the Private Placement. The Common Shares and Warrants comprising the Units issued pursuant to the Private Placement will be subject to resale restrictions imposed by applicable securities laws and the policies of the Exchange until May 1, 2014. In connection with the Private Placement, the Company paid a finder's fee consisting of $50,000 in cash.
Ceiba previously announced it has intended to raise approximately $1,000,000 of 8% convertible unsecured subordinated debentures ("Debentures"). The Company has elected not to proceed with any financing through Debentures at this time.
The Company had previously announced that it was the intention of Management to subscribe for approximately $250,000 of the Units in the Private Placement. However, Management has elected to exercise 550,000 Warrants to purchase one Common Share at a price of $0.50 per Common Share in January 2014, providing gross proceeds of $275,000 in order to reduce the total issued Common Shares and Warrants from the Private Placement.
The Company also advises that it is in discussions with respect to further debt financing, including conventional bank debt. The Company intends to use the proceeds from the Private Placement, Warrant Exercise and any potential debt financing to fund the Acquisition, growth capital and general working capital.
Early Warning Report
The Company also announces the filing of an early warning report (the "Early Warning Report") pursuant to National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues in connection with the filing of an Early Warning Report regarding the holdings by John Hooks ("Mr. Hooks") of Common Shares in the capital of Ceiba. Mr. Hooks has acquired 5,000,000 Units in the Private Placement and after giving effect to this as at the date hereof, Mr. Hooks owns or controls, directly or indirectly, an aggregate of 10,308,332 Common Shares, representing approximately 13.3% of the issued and outstanding Common Shares.
Mr. Hooks acquired the Units for investment purposes. Mr. Hooks may in the future take such actions in respect of his shareholding in the Company as he may deem appropriate in light of the circumstances then existing including, subject to applicable securities laws, the purchase of additional Common Shares or other securities of the Company through open market purchases or privately negotiated transactions, or the sale of all or a portion of his holdings in the open market or in privately negotiated transactions to one or more purchasers.
A copy of the Early Warning Report may be found on www.SEDAR.com.
Ceiba provides specialized services to the energy sector, specifically to companies involved in the exploration, extraction and production of oil and natural gas in under serviced market space throughout Western Canada. Ceiba develops and constructs facilities in proximity to its customers to provide treatment of crude oil emulsion, terminalling, storage and marketing of oil and disposal of production water.
Certain information regarding Ceiba in this news release, including management's assessment of the expected time of completion of the Acquisition, the Warrant Exercise by Management, the anticipated use of proceeds and the Company's future revenues and operations, may constitute forward looking statements under applicable securities laws and necessarily involve risks including, without limitation, risks associated with receipt of regulatory approvals,, risks associated with oilfield services operations, general risks associated with oil and gas exploration, development, production, marketing and disposal of waste, loss of markets, environmental risks, competition from other service providers, delays resulting from or inability to obtain required regulatory approvals and ability to access sufficient capital from internal and external sources. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect Ceiba's operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). The forward-looking statements or information contained in this news release are made as of the date hereof and Ceiba does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so 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.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or the accuracy of this release.