Probe Resources Ltd.

Probe Resources Ltd.

July 02, 2008 19:29 ET

Probe Announces Closing of Brokered Private Placement to Fund Acquisition and Development Costs

THE WOODLANDS, TEXAS--(Marketwire - July 2, 2008) -


Probe Resources Ltd. (the "Company") (TSX VENTURE:PBR) is pleased to announce that, further to its news release of June 6, 2008, it has closed the brokered private placement (the "Offering") consisting of 54,720,000 units (the "Units") at a price of $0.50 per Unit, for gross proceeds of $27,360,000. Each Unit consists of one common share of the Company (each a "Share") and one transferable share purchase warrant (the "Warrants"). Each Warrant entitles the holder thereof to purchase one additional Share for a one-year period expiring on June 30, 2009 at an exercise price of $0.75 per Share. Canaccord Capital Corporation and Becher McMahon Capital Markets Inc. (the "Agents") acted as co-lead agents for the Offering. The Offering was closed in escrow on June 30, 2008, pending the delivery by the Company to the Agents of the certificates representing the Shares.

The Agents received a cash commission of $1,726,400 representing 6.5% of the gross proceeds raised in the Offering (excluding proceeds raised from the sale of Units in the United States) and a total of 2,656,000 non-transferable compensation options (each an "Agents' Option") representing 5% of the Units sold in the Offering. Each Agents' Option entitles the holder thereof to purchase one Share for a one-year period expiring on June 30, 2009 at an exercise price of $0.50 per Share. The Agents also received a corporate finance fee of $52,000.

Pursuant to the terms of the Offering, the Agents have the right until July 15, 2008, to offer an additional 21,280,000 Units in order to have the Offering fully subscribed.

All Shares issued pursuant to the Offering and all Shares issued in connection with the exercise of the Warrants and the Agents' Options will be subject to a four month hold period expiring on October 31, 2009, in accordance with the policies of the TSX Venture Exchange and applicable securities laws.

The net proceeds from the Offering will be used by the Company to complete the acquisition of licences in certain oil and natural gas leases in the U.S. Gulf of Mexico, to fund exploration and development costs of three wells associated with such licences (the "Wells"), and for general working capital. The Company has secured three drill rigs for the Wells and expects drilling of the Wells to commence next month.

About Probe Resources Ltd.

The Company along with its wholly owned subsidiary Probe Resources US Ltd. located in The Woodlands, Texas, is an oil and natural gas exploration and production company focused on generating, acquiring, developing, and operating drilling prospects within the Texas and Louisiana Outer Continental Shelf of the Gulf of Mexico.


L. Scott Broussard, President, Chief Executive Officer, and Chairman of the Board

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Units in the United Sates. The Units 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 state securities laws and may not be offered or sold within the United States of to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Statements in this press release may contain forward-looking information including expectations of future operations (including drill rig commitments and use of proceeds), commerciality of any gas discovered, operating costs, commodity prices, administrative costs, commodity price risk management activity, acquisitions and dispositions, capital spending, access to credit facilities, income and oil taxes, regulatory changes, and other components of cash flow and earnings. The reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the company. These risks include, but are not limited to, the risks associated with the oil and gas industry, commodity prices and exchange rate changes. Industry related risks could include, but are not limited to, operational risks in exploration, development and production, delays or changes in plans, risks associated to the uncertainty of reserve estimates, or reservoir performance, health and safety risks and the uncertainty of estimates and projections of production, costs and expenses. The reader is cautioned not to place undue reliance on this forward-looking information.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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