Nextraction Energy Corp.
TSX VENTURE : NE

Nextraction Energy Corp.

May 15, 2013 09:53 ET

Nextraction Energy Corp. Announces Proposed Prospectus Offering of Common Shares and Debentures for Gross Proceeds of Up to $9 Million

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 15, 2013) -

THIS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMMINATION IN THE UNITED STATES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN

Nextraction Energy Corp. (TSX VENTURE:NE) (the "Company" or "Nextraction") announces that the Company has entered into an agreement with Macquarie Private Wealth Inc. (the "Agent") to offer for sale via short form prospectus, on a commercially reasonable efforts agency basis, common shares of the Company for gross proceeds of a minimum of $3 million and a maximum of $5 million along with secured subordinated debentures for gross proceeds of a minimum of $2.5 million and a maximum of $4 million (the "Offering"). Collectively, completion of the minimum Offering will provide gross proceeds of $5.5 million and completion of the maximum Offering will provide the Company with gross proceeds of $9 million.

The Company will pay the Agent a cash commission and has agreed to pay a non‐refundable corporate finance fee and certain of the Agent's reasonable costs in connection with the Offering. Closing of the Offering is anticipated to occur on or before June 28, 2013 and is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange.

It is expected that the Company will file a short form prospectus in respect of the Offering with the securities regulatory authorities in each of the provinces of Canada, other than Quebec. The Company intends to file an Annual Information Form shortly to qualify as a short form issuer. The Offering is subject to, amongst other things, the successful completion of due diligence by the Agent, completion of definitive documentation, the receipt of all necessary regulatory approvals, including from the TSXV, and the receipt of certain consents and waivers from the Company's existing lender.

The net proceeds of the Offering will be used for repayment of the Company's $3.47 million mezzanine debt with Tallinn Capital, repayment of bridge loans provided by certain directors of the Company, continued development of the Company's light‐oil properties located in Provost and Eyremore, Alberta and for general and administrative purposes.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About Nextraction Energy Corp.

Nextraction Energy Corp. is a Canadian junior oil and natural gas company engaged in the exploration and development of oil and natural gas resources in the Western Canadian Basin. The Company's model is the "next round of extraction on known plays". Nextraction targets oil focused projects along trends with known reserves that provide low risk, high return development opportunities in both conventional and unconventional resource projects.

READER ADVISORY

Cautionary Note Regarding Forward Looking Statements

Certain statements made and information contained herein constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities legislation. Often, but not always, forward-looking statements or information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes" or variations of such words and phrases or words and phrases that state or indicate that certain actions, events or results "may", "may have", "could", "would", "might" or "will" be taken, occur or be achieved.

These statements include, but are not limited to, those made above with respect to future events or the Company's future performance, the filing of the Company's Annual Information Form and qualification as a short form issuer, the anticipated completion of the Offering, and use of proceeds of the Offering.

Although management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forward- looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such assumptions, risks, uncertainties and factors include, but are not limited to:

  1. closing of the Offering could be delayed if the Company cannot obtain necessary regulatory approvals within anticipated timelines;
  2. closing of the Offering may not occur at all unless certain conditions for transactions of this kind are satisfied, including but not limited to the Company receiving a receipt in respect of its short form prospectus in a timely manner from the applicable securities regulatory authorities; and
  3. variations in market conditions may affect the Company's ability to close the Offering on the terms described above, or at all.

Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. Actual results may vary materially from the information provided in this release, and there is no representation by the Company that the actual results realized in the future will be the same in whole or in part as those presented herein. Accordingly, readers should not place undue reliance on forward- looking statements or forward-looking information. These statements speak only as of the date of this Press Release and are expressly qualified, in their entirety, by this cautionary statement.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that 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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