Invico Energy III

April 27, 2011 08:50 ET

Invico Energy III Announces First Closing of Private Placement and Completion of Initial Investments

CALGARY, ALBERTA--(Marketwire - April 27, 2011) -Invico Energy III -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

Invico Energy III (the "Fund") is pleased to announce the first closing of its private placement, which closed on March 31, 2011, for total gross proceeds of approximately $5.7 million (the "Invico Offering"), as well as the completion of a private placement financing with Underground Energy, Inc. ("Underground").

Including the Fund's investment in Underground, the Fund has now completed two investments and has immediate additional opportunities to fully deploy capital from the first closing. Underground is currently completing a transaction to become a publicly listed entity and a concurrent US$50 million financing to fund its capital expenditure program. Based on the indicated price and contingent on the closing of the Underground financing, the Fund will book a significant gain on the position in the second quarter of 2011.

Final Closing

The Fund will re-open the Invico Offering on April 27th, 2011 for a final closing on or about June 15th, 2011 and will limit the total capitalization of Invico Energy III to $15 million (excluding a $2.5 million over-allotment option) at the same offering price of $100/unit as the initial round. Subscriptions will only be accepted from "accredited investors" (as such term is defined in National Instrument 45-106 of the Canadian Securities Administrators entitled "Prospectus and Registration Exemptions") and the deadline for submissions is on or about June 3rd, 2011.

Invico Energy III will be listed on FundSERV under code ICC on or about May 1st, 2011.

At the end of the second quarter, the Fund's net asset value ("NAV") will be updated based upon the final gross proceeds of the Invico Offering, the final terms of the Underground financing, and the updated valuations of the other Fund positions.

About Invico Energy III

Invico Energy III (the "Fund") invests in select private energy companies primarily through opportunistic grey market and late stage or pre-IPO transactions. The Fund is designed to provide investors with diversified access to an alternative asset class that is not generally available for investors' portfolio. In particular, Invico Capital Partners (2011) Ltd. (the "General Partner") believes there is an opportunity to acquire equities from sellers of private securities at significantly discounted prices to net asset value. The General Partner believes private equity will continue to offer the potential for attractive long-term returns as the objective of the Fund is to achieve annualized returns in excess of 25%, net of fees and expenses.

For more information on Underground Energy, Inc. please reference their press release dated April 14, 2011.

THIS PRESS RELEASE IS NOT TO BE CONSTRUED AS A PUBLIC OFFERING IN ANY PROVINCE IN CANADA UNLESS A PROSPECTUS RELATING THERETO HAS BEEN ACCEPTED FOR FILING BY A SECURITIES COMMISSION OR SIMILAR AUTHORITY IN SUCH PROVINCE.

THIS PRESS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"). THE LIMITED PARTNERSHIP UNITS OF INVICO ENERGY III HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR ANY STATE SECURITIES LAWS AND, THEREFORE, MAY NOT BE OFFERED FOR SALE IN THE UNITED STATES, EXCEPT IN TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

Forward-Looking Information

This press release contains forward-looking statements including expectations of future investment returns. These statements are based on current expectations that involve a number of risks and uncertainties which could cause actual results to differ from those anticipated. Should any of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this press release. Invico Energy III and the general partner, Invico Capital Partners (2011) Ltd. believe the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct. Such forward-looking statements included in this press release should not be unduly relied upon. These statements speak only as of the date of this press release. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Invico Energy III does not assume any obligation to update these forward-looking statements, except as required by law.

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