Hyperion Exploration Corp.

Hyperion Exploration Corp.

April 21, 2011 08:15 ET

Hyperion Exploration Corp. Announces Filing of Final Short Form Prospectus Qualifying Distribution of Common Shares

CALGARY, ALBERTA--(Marketwire - April 21, 2011) -


Hyperion Exploration Corp. ("Hyperion" or the "Company") (TSX VENTURE:HYX) 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, Manitoba, Ontario and New Brunswick (the "Offering Jurisdictions") with respect to the qualification of a distribution of 22,000,000 common shares (the "Qualified Shares") of the Company issuable pursuant to the exercise 22,000,000 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 April 22, 2011.

The Subscription Receipts were issued on March 18, 2011 (the "Closing Date") at a price of $1.50 per Subscription Receipt for gross proceeds of $33.0 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 a syndicate of underwriters co-led by GMP Securities L.P. and Canaccord Genuity Corp., and including Desjardins Securities Inc., Wellington West Capital Markets Inc., Haywood Securities Inc., Integral Wealth Securities Ltd. and Macquarie Capital Markets Canada 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 March 18, 2011 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 the purchase price in respect of the acquisition of certain assets located in the Garrington region of west central Alberta from a public oil and gas company for total consideration of $22.0 million, which was completed on March 23, 2011.

Each Subscription Receipt entitles the holder thereof to receive one Qualified Share on the exercise or deemed exercise of the Subscription Receipt. The Subscription Receipts are deemed to be exercised into Qualified Shares 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 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 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 will be issued to subscribers, and registration will be made through the depositary services of CDS. Holders of Qualified Shares 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 is acquired.

Hyperion is a publically traded, high growth junior light oil and gas company resulting from the recapitalization of Triple 8 Energy Ltd. in July 2010. Hyperion's business strategy is to grow through acquisitions which lead to lower risk, scalable and repeatable development drilling projects. Currently Hyperion has 54,190,359 common shares outstanding. The common shares of the Company trade on the TSX Venture Exchange under the trading symbol "HYX".


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 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.

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