SOURCE: Xcite Energy Limited
ABERDEENSHIRE, UNITED KINGDOM--(Marketwire - Jul 19, 2012) -
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
TSX-V, LSE-AIM: XEL
19 July 2012
Xcite Energy Limited ("Xcite Energy" or the
Closing of second stage of Private Placing
Xcite Energy is pleased to announce that it has closed the second stage
of its private placing (the "Placing") with Global Resource Funding
Partners LLC ("Global Resource"), previously announced on 13 June 2012.
This second stage has been amended to 12.5 million units from 10
million units with the consent of Global Resource, thus increasing the
overall number of units in the Placing to 32.5 million units.
The Placing is to occur in three stages. The second stage, which closed
today, provides the Company with gross proceeds of GBP8,328,206
(C$13,185,215) through the issuance of 12,500,000 units (each, a"Unit") at
a price of GBP0.66626 per Unit.
Each Unit comprises one ordinary share in the capital of the Company
(a"Share") and one-half of one ordinary share purchase warrant
(a"Warrant"). Each whole Warrant issued pursuant to the second stage of
the Placing is exercisable for one additional Share at 120% of the Unit
price per share for three years from the date of issue. The exercise
price of the Warrants issued in the second stage of the Placing is
The Warrants are subject to a forced exercise provision at the
Company's option, provided:
(i) the VWAP per Share on AIM for 15 consecutive trading days on
average is greater than 170% of the applicable exercise price, and;
(ii) the average daily trading volume of the Shares on AIM during
such 15 consecutive trading days is greater than 1,000,000 Shares per
If such criteria are met, the Company may require Global Resource to
exercise the Warrants within 10 business days from the date of such
notice or the Warrants will lapse.
Octagon Capital Corporation ("Octagon") acted as adviser to the Company
with respect to the Placing. A fee in the amount of 4.5% of the gross
proceeds of each stage of the Placing is payable by the Company to
Octagon at closing of each of the respective stages of the Placing.
The closing of each stage of the Placing is subject to final acceptance
from the TSX-V. Except in accordance with Canadian securities laws and
with the prior written approval of the TSX-V, the Shares underlying the
Units and the Shares issuable upon exercise of the Warrants may not be
sold or otherwise traded on or through the facilities of the TSX-V or
otherwise in Canada or to or for the benefit of a Canadian resident
until the date that is four months and one day from the date of issue.
Application has been made for admission to AIM of the 12,500,000 Shares
underlying the Units issued in this second stage of the Placing
("Admission"), and dealings are expected to commence on 20 July 2012.
The Shares shall rank pari passu in all respects with the Company's
existing issued ordinary shares of no par value. At Admission, Global
Resource and its members in the aggregate will hold a total of 6.40% of
the Company's current issued share capital, together with 10,250,000
Total Voting Rights
Following Admission, the Company's enlarged issued share capital will
comprise 278,280,000 Shares with one voting right per share. There are
no shares held in treasury. The total number of voting rights in the
Company is therefore 278,280,000. At Admission there will be a total of
10,600,000 outstanding warrants to subscribe for Shares.
This figure of 278,280,000 Shares may be used by shareholders in the
Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change
in their interest in, the share capital of the Company under the
Financial Service Authority's Disclosure and Transparency Rules.
This press release shall not constitute an offer for sale of the
securities referenced herein in the United States. The securities
offered have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, or any state securities laws and
may not be offered or sold in the United States absent registration or
an exemption from those registration requirements.
Xcite Energy Limited +44 (0) 1483 549 063
Richard Smith Chief Executive Officer
Rupert Cole Chief Financial Officer
Oriel Securities (Joint Broker and Nomad) +44 (0) 207 710 7600
Emma Griffin Partner
Michael Shaw Partner
Morgan Stanley (Joint Broker) +44 (0) 207 425 8000
Andrew Foster Managing Director
Pelham Bell Pottinger +44 (0) 207 861 3232
Mark Antelme Director
Henry Lerwill Associate Director
Paradox Public Relations +1 514 341 0408
Jean-Francois Meilleur Consultant
Global Resource Funding +1 617 927 1288
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
Certain statements contained in this announcement constitute
forward-looking information within the meaning of securities laws.
Forward-looking information may relate to the Company's future outlook
and anticipated events or results and, in some cases, can be identified
by terminology such as "may", "will", "should", "expect",
"plan","anticipate", "believe", "intend", "estimate", "predict",
"target","potential", "continue" or other similar expressions concerning
that are not historical facts. These statements are based on certain
factors and assumptions including expected growth, results of
operations, performance and business prospects and opportunities. While
the Company considers these assumptions to be reasonable based on
information currently available to us, they may prove to be incorrect.
Forward-looking information is also subject to certain factors,
including risks and uncertainties that could cause actual results to
differ materially from what we currently expect. These factors include
risks associated with the oil and gas industry (including operational
risks in exploration and development and uncertainties of estimates oil
and gas potential properties), the risk of commodity price and foreign
exchange rate fluctuations and the ability of Xcite Energy to secure
financing. Additional information identifying risks and uncertainties
are contained in the Company's annual information form dated October
26, 2010 and in the interim Management's Discussion and Analysis for
Xcite Energy for the three months ended 31 March 2012 filed with the
Canadian securities regulatory authorities and available at
www.sedar.com . The Company disclaims any intention or obligation to
update or revise any forward-looking statements whether as a result of
new information, future events or otherwise, except as required under
applicable securities regulations.
This information is provided by RNS
The company news service from the London Stock Exchange