Century Energy Ltd.

Century Energy Ltd.

June 26, 2013 10:47 ET

Century Energy Ltd. Announces Proposed $25M Private Placement

CALGARY, ALBERTA--(Marketwired - June 26, 2013) -


Century Energy Ltd. (TSX VENTURE:CEY) ("Century" or the "Company") announces that it is proceeding with a proposed private placement of:

(a) up to 23,100,000 Common Shares at a price of $0.05 for gross aggregate proceeds of up to $1,155,000 (the "Equity Shares"); and

(b) up to $24,000,000 of 6.5% convertible redeemable debentures (the "Debentures");

(the above-described proposed issuance and sale by the Company of the Equity Shares and the Debenture, collectively, the "Offering"),

for aggregate gross proceeds of the Offering of up to $25,155,000.

The Debentures shall earn interest of 6.5% per annum payable annually in arrears with the first interest payment to commence on the first anniversary of issue of the Debentures. Subject to regulatory approval, the principal amount (plus accrued interest if any) shall be convertible into Common Shares at any time and from time to in any amount up to a maximum number of Shares not to exceed 30% of the issued and outstanding Common Shares of the Company unless shareholder approval is obtained for conversion to a maximum number of Common Shares not to exceed 45% of the issued and outstanding Common Shares of the Company (the "Conversion Amount Limitation"). The principal amount or any portion thereof of a Debenture may be redeemed by the Corporation at any time from time to time upon 15 days written notice. The holders of Debentures may convert the Debenture, subject to the Conversion Amount Limitation, at any time on or before the second business day immediately preceding the date of redemption.

Century may pay a cash commission and finder's fees to qualified non-related parties of up to 3% of the aggregate gross proceeds of the Offering. The Company may also pay retainer fees to such parties in relation to services provided under the Offering.

The Company intends to use the proceeds of the Offering to acquire non-operating interests in producing oil and gas properties in North America, primarily in the United States of America, meet operating, development and drilling commitments for the acquired properties, and for working capital purposes.

The Offering will be conducted in reliance upon certain prospectus and registration exemptions available under applicable securities legislation, and the Equity Shares and Debentures are expected to be offered to "accredited investors" within the meaning of applicable securities legislation or such other qualified persons as the Company may determine. The securities issued or issuable pursuant to the Offering, including the Common Shares obtainable upon the exercise of Debentures, will be subject to a four-month hold period in Canada from the date of issuance. Certain subscriptions to the Offering may result in a company or individual acquiring a sufficient number of securities of the Company so as to affect materially the control of Century. Completion of the Offering is subject to the receipt of all necessary regulatory approvals including, but not limited to, the acceptance of the TSX Venture Exchange.

Century Energy Ltd., www.centuryenergyltd.com, is an oil and gas exploration company pursuing opportunities in Canada and the United States.

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 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 may contain certain forwardlooking information and statements, including statements regarding the proposed private placement, the anticipated use of proceeds raised under the Offering, the potential for a new control person, 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 forwardlooking statements will transpire or occur; or if any of them do, what benefits may be realized by the Company, including the amount of proceeds that the Company may raise in the proposed private placement. All subsequent forwardlooking statements, whether written or oral, attributable to the Company or to persons acting on its behalf, are expressly qualified in their entirety by these cautionary statements. Furthermore, the forwardlooking statements contained in this news release are made as at the date of this news release, and the Company does not undertake any obligation to update publicly or revise any of the included forwardlooking 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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