Guide Exploration Ltd.

Guide Exploration Ltd.

November 16, 2011 18:37 ET

Guide Exploration Ltd. Announces Completion of Non-Brokered Flow-Through Share Financing

CALGARY, ALBERTA--(Marketwire - Nov. 16, 2011) -


Guide Exploration Ltd. (TSX:GO) ("Guide" or the "Corporation") is pleased to announce that it has closed its previously announced non-brokered private placement of flow-through shares (the "Private Placement"). Pursuant to the Private Placement, Guide issued 1,515,152 Class A common shares on a flow-through basis in accordance with the provisions of the Income Tax Act (Canada) at a price of $3.30 per share for gross proceeds of $5,000,002.

The proceeds of the Private Placement will be used to incur eligible Canadian Development Expenses, which will be renounced to subscribers for the 2011 tax year.

Additionally, the Corporation is pleased to announce that William Andrew has been appointed as Chief Executive Officer effective November 10, 2011, in addition to his current role as Chair and director of the Corporation.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward-looking information and statements

This news release contains certain forward–looking information and statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the forgoing, this news release contains forward-looking information and statements pertaining to, among other things, the use of the proceeds of the Private Placement.

Forward-looking statements or information are based on a number of material factors, expectations or assumptions of Guide which have been used to develop such statements and information but which may prove to be incorrect. Although Guide believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because Guide can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding, among other things: results from drilling and development activities consistent with past operations; the continued and timely development of infrastructure in areas of new production; continued availability of debt and equity financing and cash flow to fund Guide's current and future plans and expenditures; the impact of increasing competition; the general stability of the economic and political environment in which Guide operates; the timely receipt of any required regulatory approvals; the ability of Guide to obtain qualified staff, equipment and services in a timely and cost efficient manner; drilling results; the ability of the operator of the projects in which Guide has an interest in to operate the field in a safe, efficient and effective manner; the ability of Guide to obtain financing on acceptable terms; field production rates and decline rates; the ability to replace and expand oil and natural gas reserves through acquisition, development and exploration; the timing and cost of pipeline, storage and facility construction and expansion and the ability of Guide to secure adequate product transportation; future commodity prices; currency, exchange and interest rates; regulatory framework regarding royalties, taxes and environmental matters in the jurisdictions in which Guide operates; the ability of Guide to successfully market its oil and natural gas products that all necessary regulatory approvals will be obtained as and when required, that there will be no material adverse change in the Corporation's affairs or laws, rules or regulations relating to the Corporation, its securities or business, there will be no regulatory proceedings involving the Corporation or any of its directors or officers, or any cease trade or other order prohibiting or restricting trading in the Corporation's securities, no major national or international event will have occurred that has or would reasonably be expected to have a material adverse effect on financial markets or the business, operations or affairs of the Corporation.

The forward-looking information and statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such information and statement, including the assumptions made in respect thereof, involve known and unknown risks, uncertainties and other factors that may cause actual results or events to defer materially from those anticipated in such forward-looking information or statements including, without limitation: changes in commodity prices; changes in the demand for or supply of Guide's products; unanticipated operating results or production declines; changes in tax or environmental laws, royalty rates or other regulatory matters; changes in development plans of Guide or by third party operators of Guide's properties, increased debt levels or debt service requirements; inaccurate estimation of Guide's oil and gas reserve and resource volumes; limited, unfavourable or a lack of access to capital markets; increased costs; a lack of adequate insurance coverage; the impact of competitors; and certain other risks detailed from time-to-time in Guide's public disclosure documents, (including, without limitation, those risks identified in this news release and Guide's Annual Information Form filed on SEDAR at

The forward-looking information and statements contained in this news release speak only as of the date of this news release, and Guide does not assume any obligation to publicly update or revise any of the included forward-looking statements or information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.

Contact Information

  • Guide Exploration Ltd.
    Jennifer McIsaac
    Manager, Investor Relations
    (403) 261-6012

    Guide Exploration Ltd.
    William Andrew
    Chair, Chief Executive Officer
    (403) 261-6012

    Guide Exploration Ltd.
    Dale Miller
    (403) 261-6012

    Guide Exploration Ltd.
    Shivon Crabtree
    Vice President, Finance and Chief Financial Officer
    (403) 261-6012