Longview Oil Corp.
TSX : LNV

Longview Oil Corp.

April 14, 2011 08:29 ET

Longview Oil Corp. Announces Closing of Its Initial Public Offering

CALGARY, ALBERTA--(Marketwire - April 14, 2011) -

NOT FOR DISTRIBUTION TO THE U.S. NEWS WIRES SERVICES OR DISSEMINATION IN THE UNITED STATES

Longview Oil Corp. (TSX:LNV) ("Longview" or the "Corporation") is pleased to announce that it has closed its $150 million initial public offering and the Longview common shares will commence trading on the Toronto Stock Exchange at markets open today under the symbol "LNV". The underwriting syndicate for the offering was co-led by RBC Capital Markets and FirstEnergy Capital Corp., and included Scotia Capital Inc., BMO Capital Markets, National Bank Financial Inc., CIBC World Markets Inc. and Macquarie Capital Markets Canada Ltd.

In addition to the 15,000,000 common shares issued upon closing of the initial public offering, Longview has granted to the underwriters an over-allotment option, exercisable for a period of 30 days from the date of closing of the offering, to purchase up to an additional 2,250,000 common shares at the offering price of $10.00 per common share to cover over-allotments, if any, and for market stabilization purposes. If the over-allotment option is exercised in full, gross proceeds of the offering will be $172.5 million.

Longview has also secured credit facilities, which include a syndicated credit agreement with a syndicate of financial institutions in the maximum principal amount of $180 million and an operating credit agreement with a Canadian financial institution in the maximum principal amount of $20 million. The credit facilities are secured by, among other things, a floating charge demand debenture over all of the assets of the Corporation. The Corporation has initially drawn approximately $85 million of the credit facilities to fund the purchase price for the Acquisition (as defined below) with the remainder available to provide financial flexibility for future development and acquisitions.

Further, Longview has closed its previously announced acquisition (the "Acquisition") of oil-weighted assets from Advantage Oil & Gas Ltd. ("Advantage") which are located in West Central Alberta, Southeast Saskatchewan and the Lloydminster area of Saskatchewan for consideration, after adjustments pursuant to the terms of the purchase and sale agreement for the Acquisition, comprised of the net proceeds of the initial public offering, 29,450,000 common shares of Longview, proceeds of approximately $85 million drawn from the credit facilities and through the issuance of a promissory note payable in cash or in common shares of the Corporation, at the option of the Corporation. It is expected that the promissory note will be repaid in cash if the over-allotment option is fully exercised, in common shares if the over-allotment option is not exercised and in a combination of cash and common shares if the over-allotment option is partially exercised.

The board of directors of Longview have declared an initial dividend of $0.05 per common share payable on June 15, 2011 to shareholders of record at the close of business on May 31, 2011. For Canadian resident shareholders the dividend declared is designated as an "eligible dividend" for the purposes of the Income Tax Act (Canada) and any similar provincial legislation.

Pursuant to the Acquisition, Advantage directly acquired ownership of an aggregate of 29,450,000 common shares at a deemed price of $10.00 per common share, representing approximately 66.3% of the total issued and outstanding common shares of Longview. All of the common shares were acquired in reliance on the asset acquisition exemption of National Instrument 45-106 – Prospectus and Registration Exemptions. Advantage now holds 29,450,010 common shares representing approximately 66.3% of the total issued and outstanding common shares of Longview. An early warning report for Advantage will be filed on SEDAR.

About Longview Oil Corp.

Longview was created to acquire certain oil-weighted assets of Advantage which are located in West Central Alberta, Southeast Saskatchewan and the Lloydminster area of Saskatchewan. Longview's business strategy is to provide shareholders with attractive long term returns that combine both growth and yield by exploiting its assets in a financially disciplined manner, acquiring additional long-life oil and gas assets of a similar nature and through the payment of a monthly dividend.

Advisories

Forward-Looking Information

This press release contains forward-looking information that involves substantial known and unknown risks and uncertainties, most of which are beyond the control of Longview, including, without limitation, those listed under the headings "Forward-Looking Statements" and "Risk Factors" in Longview's final prospectus. Forward-looking information in this press release includes, but is not limited to, information concerning the method of repayment of the promissory note issued pursuant to the Acquisition, the anticipated dividends and dates for payment of such dividends, the terms of the over-allotment option and timing for the commencement of trading of the common shares on the Toronto Stock Exchange. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results could differ materially from those expressed in, or implied by, such forward-looking information. Accordingly, prospective investors should not place undue reliance on the forward-looking information. The forward-looking information is made as of the date of this release and, other than as required by applicable securities laws, Longview does not assume any obligation to update or revise the forward-looking information to reflect new events or circumstances.

Residents of the United States

The securities offered 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 U.S. state securities laws and may not be offered or sold in the United States or to United States persons absent registration or any applicable exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Contact Information

  • Longview Oil Corp.
    Kelly Drader
    President & Chief Executive Officer
    (403) 718-8000
    (403) 718-8300

    Longview Oil Corp.
    Craig Blackwood
    Chief Financial Officer
    (403) 718-8000
    (403) 718-8300

    Longview Oil Corp.
    Investor Relations
    Toll free: 1-855-813-0313
    ir@longviewoil.com
    www.longviewoil.com

    Longview Oil Corp.
    700, 400 -3rd Avenue SW
    Calgary, Alberta, T2P 4H2