Daylight Resources Trust

Daylight Resources Trust

September 12, 2007 15:51 ET

Daylight Resources Trust Announces $125,000,000 Public Offering of Convertible Unsecured Subordinated Debentures

CALGARY, ALBERTA--(Marketwire - Sept. 12, 2007) -


Daylight Resources Trust (the "Trust") (TSX:DAY.UN) announced today that it has reached an agreement with a syndicate of underwriters co-led by Scotia Capital Inc. and CIBC World Markets Inc. and including National Bank Financial Corp., Canaccord Capital Corporation, Dundee Securities Corporation, Cormark Securities Inc. and Tristone Capital Inc. (collectively, the "Underwriters"), pursuant to which the Trust will issue on a "bought-deal" basis, subject to regulatory approval, the Debentures at a price of $1,000 per Debenture for total gross proceeds of $125,000,000. The Trust has granted to the Underwriters an over-allotment option to purchase up to an additional $18,750,000 aggregate principal amount of Debentures at the Issue Price (plus accrued interest from closing of the Offering), exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering, to cover over-allotments.

Net proceeds from the Offering will be used by the Trust to reduce the Trust's outstanding indebtedness, which will be redrawn as needed to fund the Trust's ongoing exploration and development activities and for general working capital purposes.

The Debentures will bear interest from the date of issue at 8.5% per annum, payable semi-annually in arrears on October 31 and April 30 each year commencing April 30, 2008. The Debentures will have a maturity date of October 31, 2012 (the "Maturity Date").

The Debentures will be convertible at the holder's option at any time prior to the close of business on the earlier of the Maturity Date and the business day immediately preceding the date specified by the Trust for redemption of the Debentures into fully paid and non-assessable trust units ("Trust Units") of the Trust at a conversion price of $8.60 per Trust Unit, being a conversion rate of approximately 116.2791 Trust Units for each $1,000 principal amount of Debentures. Holders converting their Debentures will receive accrued and unpaid interest thereon for the period from the date of the last interest payment to the date of conversion.

The Debentures will be redeemable by the Trust, at its option in whole or in part, at a redemption price of $1,050 per Debenture after October 31, 2010 and on or before October 31, 2011 and at a redemption price of $1,025 per Debenture after October 31, 2011 and before the Maturity Date, plus accrued and unpaid interest.

The Offering is subject to normal regulatory approvals, including approval of the TSX. The Debentures will be offered in each of the provinces of Canada other than the provinces of Quebec and Prince Edward Island by way of a short form prospectus, and by way of private placement in the United States to Qualified Institutional Buyers pursuant to Rule 144A. Closing of the Offering is expected to occur on or about October 3, 2007.

Daylight Resources Trust is a Calgary-based, open-ended, unincorporated investment trust with a high quality balanced natural gas and crude oil property base, extensive prospect inventory and large undeveloped land base that is managed by a team of highly skilled technical professionals. Daylight's properties include focused high potential assets in the Peace River Arch and West Central Alberta complemented by stable production and repeatable opportunities in Southern and Eastern Alberta. Daylight's prospect inventory is balanced across natural gas and crude oil with near, medium, long-term and high impact opportunities. Daylight's large undeveloped land base provides additional prospects to create value through our experienced technical teams as well as through selective farm outs to targeted industry partners. Daylight has approximately 77 million trust units currently outstanding. Daylight Trust units trade on the TSX under the symbol DAY.UN and Daylight Series A convertible debentures trade under the symbol DAY.DB.

ADVISORY: This press release contains forward-looking statements. More particularly, this press release contains statements concerning the anticipated filing of the short form prospectus, closing date of the offering and the anticipated use of the net proceeds of the offering. Although the Trust believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because the Trust can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties.

The closing of the offering could be delayed if the Trust is not able to obtain the necessary regulatory and stock exchange approvals on the timelines it has planned. The offering will not be completed at all if these approvals are not obtained or some other condition to the closing is not satisfied. Accordingly, there is a risk that the offering will not be completed within the anticipated time or at all.

The intended use of the net proceeds of the offering by the Trust might change if the board of directors of Daylight Energy Ltd., the administrator of the Trust, determines that it would be in the best interests of the Trust to deploy the proceeds for some other purpose.

The forward-looking statements contained in this press release are made as of the date hereof and the Trust undertakes no 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.

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