Hyperion Exploration Corp.
TSX VENTURE : HYX

Hyperion Exploration Corp.

November 24, 2010 07:30 ET

Hyperion Exploration Corp. Announces Filing of Final Short Form Prospectus, Completion of Name Change and Consolidation and Commencement of Trading Under the Symbol "HYX"

CALGARY, ALBERTA--(Marketwire - Nov. 24, 2010) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS

Hyperion Exploration Corp. ("Hyperion" or the "Company") (TSX VENTURE:HYX) (formerly Triple 8 Energy Ltd.) is pleased to announce that it has obtained a final receipt in connection with the filing of a (final) short form prospectus in the Provinces of British Columbia, Alberta, Saskatchewan, Ontario and New Brunswick (the "Offering Jurisdictions") with respect to the qualification of a distribution of 383,334,000 common shares (the "Qualified Shares") and 191,667,000 common share purchase warrants (the "Qualified Warrants") of the Company issuable pursuant to the exercise of 383,334,000 previously issued subscription receipts ("Subscription Receipts").

The Corporation had agreed to use reasonable commercial efforts to file a (final) short form prospectus qualifying the issuance and distribution of the Qualified Shares issuable upon exercise of the Subscription Receipts in the Offering Jurisdictions and obtain a final passport decision document evidencing a receipt on behalf of each of the securities regulatory authorities in each of the Offering Jurisdictions no later than December 8, 2010.

The Subscription Receipts were issued on October 13, 2010 (the "Closing Date") at a price of $0.075 per Subscription Receipt for gross proceeds of approximately $28.75 million and offered to purchasers in the Offering Jurisdictions on a private placement basis pursuant to prospectus exemptions under applicable securities legislation (the "Offering") through syndicate of underwriters co-led by GMP Securities L.P. and Canaccord Genuity Corp., and including Wellington West Capital Markets Inc., Desjardins Securities Inc., Mackie Research Capital Corporation and Raymond James Ltd. (collectively, the "Underwriters").

The aggregate gross proceeds from the Offering were deposited in escrow and held by Alliance Trust Company, as escrow agent (the "Escrow Agent"), and invested in short-term obligations of, or guaranteed by, the Government of Canada (and other approved investments) pending completion of the Acquisition (as defined herein) pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") dated October 13, 2010 among the Corporation, GMP Securities L.P., on behalf of the Underwriters, and the Escrow Agent. The net proceeds of the Offering were used by the Corporation to fund a portion of the purchase price in respect of the acquisition of certain assets located in the Pembina, Niton and Chip Lake regions of west central Alberta from a public oil and gas company for total economic consideration of $30.0 million, which was completed on November 8, 2010.

Each Subscription Receipt entitles the holder thereof to receive one Qualified Share and one-half of one Qualified Warrant on the exercise or deemed exercise of the Subscription Receipt. Each whole Qualified Warrant entitles the holder thereof to acquire an additional Common Share at a purchase price of $0.10 for a period of 30 months from the closing date of the Offering. The Subscription Receipts are deemed to be exercised into Qualified Shares and Qualified Warrants on the earlier of: (i) the issuance of a final passport decision document in respect of a (final) short form prospectus to be filed by the Corporation qualifying the distribution of the Qualified Shares and Qualified Warrants underlying the Subscription Receipts, which evidences a receipt on behalf of each of the securities regulatory authorities in the Offering Jurisdictions; and (ii) four months and a day following the Closing Date.

The certificate representing the Qualified Shares and Qualified Warrants will be issued in book-entry only form and registered in the name of "CDS & Co." and deposited with CDS Clearing and Depositary Services Inc. ("CDS") or its nominee. No certificates representing the Qualified Shares or Qualified Warrants will be issued to subscribers, and registration will be made through the depositary services of CDS. Holders of Qualified Shares and Qualified Warrants will receive only a customer confirmation from the Underwriter or other registered dealer who is a CDS participant and from or through whom a beneficial interest in the Qualified Shares and Qualified Warrants is acquired.

Hyperion is also pleased to announce the receipt of the final bulletin of the TSX Venture Exchange in connection with the completion of the name change from "Triple 8 Energy Ltd." to "Hyperion Exploration Corp." and the consolidation of the Common Shares on the basis of one (1) post-consolidation Common Share for every twenty (20) pre-consolidation Common Shares. In connection therewith, the Company has effected a name change to Hyperion Exploration Corp. The Common Shares will trade on the TSX Venture Exchange on November 24, 2010 under the trading symbol "HYX".

Upon completion of the consolidation, Hyperion has 31,017,708 Common Shares, 13,841,510 Common Share purchase warrants and 1,179,600 options to acquire Common Shares issued and outstanding.

FORWARD LOOKING AND CAUTIONARY STATEMENTS

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The Qualified Shares and Qualified Warrants have not 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 many not be offered or sold in the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable states securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Triple 8 Energy Ltd.
    Trevor Spagrud
    President & Chief Executive Officer
    (403) 470-5499
    or
    Triple 8 Energy Ltd.
    Doug Bailey
    Chief Financial Officer
    (403) 815-7024