Cub Energy Inc.

Cub Energy Inc.

November 21, 2012 15:01 ET

Cub Energy Inc.: Announces Short Form Prospectus Offering

HOUSTON, TEXAS--(Marketwire - Nov. 21, 2012) -


Cub Energy Inc. ("Cub" or the "Company") (TSX VENTURE:KUB), a Ukraine-focused upstream oil and gas company, announces that it has filed a preliminary short form prospectus (the "Preliminary Prospectus") in connection with a fully marketed public offering of common shares (the "Offered Shares") in the capital of the Company to the public at a price per Offered Share to be determined in the context of the market, for aggregate gross proceeds of up to $15,000,000 (the "Offering"). GMP Securities Europe LLP, GMP Securities L.P. and Canaccord Genuity Corp. (the "Lead Agents"), with a syndicate that includes Cormark Securities Inc. and Casimir Capital Ltd. (collectively, with the Lead Agents, the "Agents") have been engaged to act as agents to sell the Offered Shares on a commercially reasonable best efforts agency basis.

The Agents shall also have the option to purchase from the Company up to that number of additional common shares in the capital of the Company equal to 15% of the number of Offered Shares issued under the Offering, exercisable in whole or in part any time from and including the closing date of the Offering for a period of 30 days following the Offering.

It is presently anticipated that the net proceeds from the issuance of Offered Shares will be used by the Company for further development, appraisal and exploration of the Company's interests in Ukraine, general and administrative expenses and for assessing other corporate opportunities in the region.

Cub has obtained a receipt for the Preliminary Prospectus filed with the securities regulatory authorities in each of the provinces of Alberta, British Columbia and Ontario. Cub has applied to have the Offered Shares listed for trading on the TSX Venture Exchange. The closing of the Offering is subject to certain closing conditions, including, but not limited to, the issuance of a receipt by the securities regulatory authorities in each of the provinces of Alberta, British Columbia and Ontario for a final short form prospectus qualifying the distribution of the Offered Shares, the approval of the TSX Venture Exchange and completion of satisfactory due diligence by the Agents.

About Cub Energy Inc.

Cub Energy Inc. (TSX VENTURE:KUB) is a Ukraine-focused upstream oil and gas company. Cub has 110,000 net acres, in nine exploration and production licenses, in the two major producing basins within Ukraine. The Company's strategy is to use western technology and capital, combined with local expertise to create value in its undeveloped land base, building a portfolio of high margin producing oil and gas assets. The Company has offices in Houston, Toronto and Kyiv and trades in Toronto under the stock symbol KUB.

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Reader Advisory

The information and statements in this news release contain certain forward-looking information relating to: (i) the proposed issuance of the Offered Shares, closing of the Offering and the use of net proceeds of the Offering. All statements other than statements of historical fact may be forward-looking information. This forward-looking information is subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking information. These assumptions include market acceptance of the terms of the Offering. The outcome and timing of the proposed Offering could differ materially from those expressed in, or implied by, such forward-looking information, and accordingly, no assurances can be given that any of the events anticipated by the forward-looking information will transpire or occur or, if any of them do, what benefits the Company will derive from them. The Company's forward-looking information is expressly qualified in its entirety by this cautionary statement. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking information.

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Cub believes that the expectations reflected in the forward-looking information are reasonable; however, there can be no assurance those expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in the Ukraine and globally; industry conditions, including fluctuations in the prices of natural gas; governmental regulation of the natural gas industry, including environmental regulation; unanticipated operating events or performance which can reduce production or cause production to be shut in or delayed; failure to obtain industry partner and other third party consents and approvals, if and when required; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for natural gas; liabilities inherent in natural gas operations; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, skilled personnel and supplies; incorrect assessments of the value of acquisitions; geological, technical, drilling, processing and transportation problems; changes in tax laws and incentive programs relating to the natural gas industry; failure to realize the anticipated benefits of acquisitions and dispositions; and the other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive. This cautionary statement expressly qualifies the forward-looking information contained in this news release. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, 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 or sold under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

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.

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