Century Energy Ltd.
TSX VENTURE : CEY.H
NEX BOARD : CEY.H

Century Energy Ltd.

December 01, 2014 13:01 ET

Century Energy Ltd. Announces Closing of Private Placement of Units and Change of Management

CALGARY, ALBERTA--(Marketwired - Dec. 1, 2014) -

THIS NEW RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Century Energy Ltd. ("Century" or the "Corporation") (NEX:CEY.H) is pleased to announce that it has completed its previously announced private placement and has issued an aggregate of 2,350,000 units of the Corporation (the "Units") at a price of $0.08 per Unit for gross proceeds of $188,000 (the "Offering"). Each Unit is comprised of one (1) common share in the capital of the Corporation ("Common Share") and one (1) share purchase warrant of the Corporation ("Warrant"). Each Warrant is exercisable into one (1) Common Share at an exercise price of $0.10 expiring on November 28, 2015.

All securities issued pursuant to the Offering will subject to a hold period of four months and a day from the closing of the Offering.

The Offering was a related party transaction within the meaning of applicable Canadian securities laws as one of the subscribers, Jimmy McCarroll, is an insider of Century. The transaction was exempt from the formal valuation and minority approval requirements applicable to related party transactions on the basis that the value of the transaction was less than 25 percent of Century's market capitalization, as determined by the board of directors of the Corporation (the "Board"). Century did not file a material change report more than 21 days prior to closing of the Offering as the details of the participation therein by Mr. McCarroll was not settled until shortly prior to the closing of the Offering and the Corporation wished to close on an expedited basis for sound business reasons.

The proceeds of the Offering will be used by Century to review and evaluate acquisition opportunities in the oil and gas industry in North America and for general working capital purposes.

Change of Management

The Board is also pleased to announce that following the closing of the Offering it has appointed John D. Anderson as a director, and the new President and Chief Executive Officer of the Corporation. Mr. Anderson's appointment as a director of the Corporation follows the resignation of George C. Tai as a director of the Corporation and his appointment as President and Chief Executive Officer of the Corporation follows the resignation of Jimmy McCarroll as President and Chief Executive Officer. Mr. McCarroll will remain a director of the Corporation and Chairman of the Board.

Mr. Anderson is a graduate of the University of Western Ontario, most recently running Purplefish Capital Ltd., a company engaged primarily in investing and arranging for financing for both private and public companies focused on the resource industry. Mr. Anderson is the founder and remains a director of American Eagle Oil & Gas Company, a corporation focused on U.S. Bakken and Three Forks production. American Eagle Gas Company is listed on the New York Stock Exchange. Mr. Anderson is also a director of Northern Freegold Resources Corp., and a past director of Cadan Resources Corp. and Huakan International Mining Inc. In other endeavours, Mr. Anderson has also been engaged in providing consulting services to numerous other reporting issuers in Canadian and European jurisdictions.

The Board has also appointed Christopher Gulka as a director, and the new Chief Financial Officer of the Corporation. Mr. Gulka's appointment as Chief Financial Officer of the Corporation follows the resignation of Doug Baker as Chief Financial Officer. Mr. Baker will remain a director of the Corporation.

Mr. Gulka is a Chartered Accountant and a Chartered Financial Analyst with over 24 years of business experience, and has been a director and officer of many public companies. Mr. Gulka founded and was the Chief Financial Officer and Director of Passport Energy Ltd, a Bakken oil producer which was amalgamated with an investment fund and Amarok Energy Inc. to become Powder Mountain Energy Ltd. on the TSX Venture Exchange. Prior to that Mr. Gulka was the Chief Financial Officer of Rochester Energy Corp., an oil and gas producer which was acquired by Southern Pacific Resource Corp. Since 1999, Mr. Gulka continues to be the President of Working Capital Corporation, a corporate finance firm, specializing in the areas of valuations, due diligence, financings, mergers and acquisitions, investor relations, and management consulting. Prior thereto, Mr. Gulka gained extensive experience in the securities markets and with securities regulation by working for the Alberta Securities Commission as a Financial Analyst.

The Board has also appointed George Tai, a partner of Carscallen LLP, as the new Corporate Secretary of the Corporation. Mr. Tai's appointment as Corporate Secretary of the Corporation follows the resignation of Doug Baker as Corporate Secretary.

The appointments of Mr. Anderson and Mr. Gulka as directors and officers of the Corporation are subject to final approval by NEX.

About Century Energy Ltd.

Century is a company listed on NEX seeking acquisition opportunities in the oil and gas industry in North America.

Advisories

NEITHER 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 ACCURACY OF THIS RELEASE.

THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES IN ANY JURISDICTION; 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. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS.

This news release contains certain forward-looking information and statements, including statements regarding, the completion of the Offering, the anticipated use of proceeds raised under the Offering, the approval of the NEX of the changes of management of the Corporation, and other statements which are not historical facts. Forward-looking statements address future events and conditions; and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.

Such information is subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information, as no assurances can be given as to future results, levels of activity or achievements. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur; or if any of them do, what benefits may be realized by the Corporation. All subsequent forward-looking statements, whether written or oral, attributable to the Corporation or to persons acting on its behalf, are expressly qualified in their entirety by these cautionary statements. Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release, and the Corporation does not undertake any obligation to update publicly or revise any of the included forward-looking information or statements contained herein, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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