CALGARY, ALBERTA--(Marketwired - May 7, 2014) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
PRD Energy Inc. ("PRD" or the "Company") (TSX VENTURE:PRD) is pleased to announce a $20,000,700 bought deal private placement (the "Brokered Private Placement").
PRD has entered into an agreement with a syndicate of underwriters, co-led by Macquarie Capital Markets Canada Ltd. and TD Securities Inc. and including Haywood Securities Inc. and KES 7 Capital Inc. (collectively the "Underwriters"), pursuant to which the Underwriters have agreed to purchase for resale to the public, on a bought deal private placement basis, 22,223,000 common shares of PRD at a price of $0.90 per common share (the "Offering Price"), for aggregate gross proceeds of $20,000,700. The Company has also granted the Underwriters an option, exercisable in whole or in part, up to two (2) business days prior to closing of the Brokered Private Placement, to purchase up to an additional 3,333,450 common shares at the Offering Price (the "Underwriters' Option"), which if exercised in full, would increase the gross proceeds by $3,000,105.
Concurrently with the Brokered Private Placement, the Company intends to conduct a non-brokered private placement of up to 1,666,666 common shares at the Offering Price for gross proceeds of up to $1,500,000 (the "Non-Brokered Private Placement" and together with the Brokered Private Placement, the "Offering") to, among others, certain members of the Board of Directors, management and employees of PRD. The Offering is expected to close on or around May 22, 2014.
Net proceeds from the Offering will be used to further develop PRD's assets in Germany. The Company plans to drill three additional wells at Boerger during 2014, has commenced the permitting process for a 90 sq. km 3D seismic shoot over its Sittensen and Volkensen concessions and is planning for an expanded drilling and development program in 2015. The Company believes that with the completion of the Offering it is well positioned to advance its 2,413,300 acres of land in Germany into high impact drilling locations. All of the Company's oil and gas assets are in Germany and it is confident that the application of modern conventional technology, combined with operational improvements will unlock the country's oil & gas potential.
This Offering is subject to certain conditions including regulatory approvals and specifically, the approval of the TSX Venture Exchange (the "TSXV"). The common shares will be offered by way of private placement in each of the provinces of Canada, and such other jurisdictions as may be agreed to between PRD and the Underwriters. The common shares issued in connection with the Offering will be subject to a statutory hold period of four months plus one day from the date of completion of the Offering, in accordance with applicable securities legislation.
This press release does not constitute an offer to sell or a solicitation of any offer to buy the common shares in the United States. The common shares have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act.
About PRD Energy
PRD Energy Inc. is a Calgary based oil and gas company engaged in the exploration, development and acquisition of, natural gas and crude oil, in Germany. PRD's common shares are listed on the TSXV with the symbol "PRD".
Forward looking information
This news release contains forward-looking information relating to the timing of completion of the Offering, the receipt of all regulatory approvals including that of the TSXV, the use of proceeds of the Offering, the exercise of the over-allotment option, plans to drill additional wells on the Boerger property, the number of wells to be drilled, the expansion of the Company's drilling and development program in 2015 and other statements that are not historical facts. Such forward-looking information is subject to important risks, uncertainties and assumptions. The results or events predicated in this forward-looking information may differ materially from actual results or events. As a result, you are cautioned not to place undue reliance on this forward-looking information.
Forward-looking information is based on certain factors and assumptions regarding, among other things, the use of the net proceeds of the Offering will not be subject to change, the timing of closing of the Offering, and the timely receipt of all regulatory and third party approvals for the Offering, including those required by the TSXV. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.
Forward looking-information is subject to certain factors, including risks and uncertainties that could cause actual results to differ materially from what is currently expected. These factors include risks associated with that the Offering may not close when planned (or at all) or on the terms and conditions set forth herein; the failure of PRD to obtain all necessary regulatory and third party approvals (including the TSXV) for the Offering; that the Company's capital budget and plans for the net proceeds from the Offering will be amended in a manner that is different from those set forth herein; volatility in market prices for oil and natural gas; and the general economic conditions in Canada, the U.S., Europe and globally.
You should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, the Company is under no obligation and does not undertake to update this information at any particular time, except as required by law.
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.