NuLoch Resources Inc.
TSX VENTURE : NLR.A
TSX VENTURE : NLR.B
OTCQX : NULCF

NuLoch Resources Inc.

September 22, 2010 20:29 ET

NuLoch Resources Announces $25.1 Million Equity Financing

CALGARY, ALBERTA--(Marketwire - Sept. 22, 2010) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

NuLoch Resources Inc. ("NuLoch") (www.nuloch.ca) (TSX VENTURE:NLR.A) (TSX VENTURE:NLR.B) (OTCQX:NULCF) announces that it has entered into an agreement with Canaccord Genuity Corp. (the "Underwriter") on a "bought-deal" basis, whereby the Underwriter has agreed to purchase equity of NuLoch for gross proceeds of $25,100,000 (the "Offering").

The Offering will consist of 16,000,000 Class A common shares of NuLoch (the "Common Shares") at a price of $1.25 per Common Share and 3,400,000 Class A common shares of NuLoch to be issued on a flow-through basis (the "Flow-Through Shares") at a price of $1.50 per Flow Through Share. NuLoch has also granted the Underwriter an option to purchase an additional 2,400,000 Common Shares at the Common Shares offering price ("the Over-Allotment Option") for additional gross proceeds of up to $3,000,000. The Over-Allotment Option is exercisable in whole or in part at any time up to 30 days following the closing of the Offering. As a part of their compensation, upon the closing of the Offering, the Underwriter will be issued compensation options entitling the Underwriter to subscribe for Common Shares for a period of 9 months from the closing of the Offering, in an amount equal to 3% of the aggregate number of Flow-Through Shares and Common Shares issued under the Offering with an exercise price equal to $1.25. The Common Shares and Flow-Through Common Shares will be offered in certain provinces of Canada, except Quebec, by way of short form prospectus and, with respect to the Common Shares only, by way of private placement in the United States pursuant to exemptions from the registration requirements pursuant to Rule 144 and/or Regulation D of the United States Securities Act of 1933.

The proceeds received by NuLoch from the sale of the Flow-Through Shares will be used to incur eligible Canadian exploration expenses. The proceeds received by NuLoch from the sale of the Common Shares will be used to fund the exploration and development activities of the Corporation with particular emphasis on development of its properties at Tableland, Saskatchewan and Divide and Burke counties in North Dakota and for general corporate purposes. Closing of the Offering is expected to occur on or about October 14, 2010 and is subject to certain customary conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.

Upon completion of this Offering without giving effect to the Over-Allotment Option, NuLoch will have approximately 115,526,037 Class A common shares and 652,500 Class B common shares issued and outstanding.

This press release shall not constitute an offer of Common Shares or Flow-Through Shares for sale in the United States. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Common Shares or Flow-Through Shares have not been and will not be registered under the U.S. 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.

ADVISORIES

Certain information set forth in this press release contains forward-looking statements. Specifically, this press release contains forward-looking statements concerning the anticipated use of proceeds of the Offering and the anticipated closing of the Offering. The anticipated closing date assumes that prior to that date, NuLoch will obtain all necessary regulatory approvals. The anticipated use of proceeds assumes that the Offering will occur as contemplated and assumes the existence of certain other conditions with respect to the capital expenditure program of NuLoch, general economic conditions and commodity prices. In each case, the risk factors that could cause actual results to vary from results expressed or implied by the forward looking statements contained in this press release are primarily events beyond NuLoch's control that preclude NuLoch from satisfying all applicable pre-conditions and include the risks that the Offering may not close. These forward-looking statements may prove to be incorrect and undue reliance should not be placed on them. These forward-looking statements are made as of the date hereof and unless otherwise required by applicable law, NuLoch disclaims any intention or obligation to update or revise such forward-looking statements, whether as a result of new information, future events or otherwise.

Neither 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.

Contact Information

  • NuLoch Resources Inc.
    R. Glenn Dawson
    President and CEO
    (403) 920-0455
    (403) 920-0457 (FAX)
    nuloch@nuloch.ca
    or
    NuLoch Resources Inc.
    2200, 444 - 5th Avenue SW
    Calgary, Alberta T2P 2T8