SOURCE: Nations Energy Corporation

Nations Energy Corporation

October 02, 2012 09:00 ET

Nations Energy Announces Financial Advisor and Proposed Unit Offering for Expansion Capital

VANCOUVER, BC--(Marketwire - Oct 2, 2012) -  Nations Energy Corporation ("Nations Energy" or the "Company") today announced it has entered into an agreement (the "Agreement") with Jacob Securities Inc. ("JSI") to provide financing by way of private placement (the "Offering") of up to $20,000,000 of units (the "Units") on a commercially reasonable efforts basis.

Each Unit shall consist of one common share of Nations Energy (the "Common Shares") and one half of a Common Share purchase warrant (the "Warrants"). Each Warrant shall be exercisable for one Common Share for a period of 12 months from the completion of the Offering, subject to earlier termination in the event that the 20 trading day volume weighted average trading price of the Common Shares is equal to or greater than 150% of the exercise price of the Warrants. Pricing of the Units, the exercise price of the Warrants and the total number of Units to be sold pursuant to the Offering will be determined in the context of the market immediately prior to filing the final short form prospectus in respect of the Offering. The Company has granted to JSI an option, subject to certain conditions, to purchase up to an additional 8% of the Units sold under the Offering.

The net proceeds from the Offering will be primarily used by the Company to fund the remaining equity requirements for the acquisition and construction of wood pellet manufacturing plants and for working capital purposes.

The Units may be offered by way of a short form prospectus in all provinces of Canada, except Quebec, and on a private placement basis in the U.S. pursuant to Rule 144A and/or Regulation D, or in such other jurisdictions as may be determined by the Company and JSI.

About Jacob Securities Inc.

JSI is an independent full-service investment bank providing underwriting and financial advisory services to companies in the renewable power, infrastructure, energy and mining sectors. The firm, which is headquartered in Toronto, primarily services small- to mid-cap issuers in North America and around the world.

Over the past five years, JSI has been involved in over $3.5 billion in global equity financings and M&A transactions. Of that figure, JSI's team has led over 35 renewable transactions, raising over $425 million for renewable and cleantech clients. JSI's leadership includes some of the most accomplished advisors in the sector. JSI's focused approach allows its clients to source capital, expand strategic relationships and facilitate liquidity in the public markets in a timely, cost effective manner.

JSI does not currently own any shares of Nations Energy.

Under the terms of the Agreement, JSI will provide advisory services including assisting the Company on its business plan, capital structure, arranging financing and other related corporate strategies to maximise shareholder value.

About Nations Energy Corporation

Nations Energy is headquartered in Vancouver, BC and operates in the renewable energy sector. The foundation of the Company's business is developing, acquiring, and managing forestry licenses to sustainably harvest wood fibre in the province of BC. The Company will utilize the wood fibre sustainably harvested from the licenses:

i. as feed stock for Company owned wood pellet manufacturing plants, which produce a renewable fuel that is utilized by energy producers in North America and Europe in the generation of clean electrical power; and
ii. as feedstock for Company owned biomass power plants in the generation and sale of clean electrical power. 

The Company will also use a portion of the wood fibre harvested in the production of traditional lumber products, sold to either the North American or Asian markets.

Nations Energy is committed to working with First Nations communities in BC on forestry management, fibre supply agreements, employment opportunities and project revenue sharing.

Cautionary Statements

This press release contains certain "forward-looking information" which may include, but is not limited to, statements with respect to future events or future performance. Such forward-looking information reflects management's current beliefs and is based on information currently available to management. Forward-looking information in this press release includes, but is not limited to, statements regarding details of the Offering and related private placements, including the use of proceeds of the Offering.

A number of known and unknown risks, uncertainties and other factors may cause the Company's actual results or performance to materially differ from any future results or performance expressed or implied by the forward-looking information. Such factors include, but are not limited to the possibility that the Offering will not be completed as contemplated, or at all, because the necessary regulatory approvals are not received or other conditions to completion of the Offering are not satisfied, and the possibility that we have to allocate proceeds to other uses or reallocate proceeds differently among the anticipated uses due to changes in project parameters or other unforeseen circumstances associated generally with the unpredictability of operations in the renewable energy industry. These factors should be considered carefully and prospective investors should not place undue reliance on forward-looking information. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended and the factors listed above are not intended to represent a complete list of the risk factors that could affect the Company.

The forward-looking information in this press release is based upon what management believes to be reasonable assumptions, including, but not limited to, assumptions about the details of the Offering and the anticipated use of proceeds. These factors should be considered carefully and readers of this press release should not place undue reliance on forward-looking information.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. The statements in this press release are made as of the date of this release and there can be no assurance that the forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The Company undertakes no obligation to update forward-looking information, other than as required by law, or comment on analyses, expectations or statements made by third-parties in respect of the Company, or its financial or operating results or its securities.

This news release is not an offer of the securities for sale in the United States. The securities being offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements.

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