Regal Energy Ltd.
TSX VENTURE : REG

Regal Energy Ltd.

June 27, 2008 19:35 ET

Regal Energy Announces the Closing of Its Private Placement of Subscription Receipts

CALGARY, ALBERTA--(Marketwire - June 27, 2008) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA

Regal Energy Ltd. ("Regal" or the "Corporation") (TSX VENTURE:REG) is pleased to announce that it has completed its previously announced private placement of 27,500,00 subscription receipts (the "Subscription Receipts") issued at a price of $0.20 per Subscription Receipt, for aggregate gross proceeds of $5,500,000. Each Subscription Receipt entitles the holder to receive, for no additional consideration, one unit of Regal ("Unit") consisting of one common share of Regal and one common share purchase warrant of Regal ("Warrant"). Each Warrant entitles the holder to acquire one common share of Regal at a price of $0.26 per share for a period of twenty-four months from the closing date (the "Warrant Term"), provided that if the common shares of Regal close at or above $0.52 per share for 20 consecutive trading days at any time after October 27, 2008 and the Corporation gives written notice to the holder within 10 trading days after the end of such 20 day period, the expiry date will be automatically reduced to 30 days (including non-trading days) after the date the Corporation provides written notice of the new expiry date.

The gross proceeds of the Offering have been deposited with Olympia Trust Company in escrow, pending completion of the previously announced arrangement between the Corporation and G2 Resources Inc. (the "Arrangement"). The exchange of the Subscription Receipts into Units will occur concurrent with the closing of the Arrangement scheduled to close July 10, 2008. In the event the Arrangement is not approved or the parties decide not to proceed with the Arrangement by July 31, 2008, the funds will be returned to the subscribers with their pro rata share of any interest earned.

The Corporation paid a finder's fee of 6% of the proceeds of the Offering through the issuance of 1,650,000 Units. In addition, the Corporation granted compensation options ("Compensation Options") equal to 6% of the number of Subscription Receipts sold which are exercisable into Units at a price of $0.20 per Unit for twenty-four months from the closing date. In the event the Arrangement is not approved or the parties decide not to proceed with the Arrangement by July 31, 2008, the Units issued to the Finder will be cancelled and returned to treasury.

The securities issued pursuant to the Offering are subject to restrictions on resale until October 27, 2008.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The securities offered will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States or to a U.S. person, absent registration, or an applicable exemption therefrom.

Issued and Outstanding Common Shares: 48,137,590

The TSX Venture has not reviewed and does not accept any responsibility for the adequacy or accuracy of this release.

Contact Information

  • Regal Energy Ltd.
    Douglas O. McNichol
    President and Chief Executive Officer
    (403) 509-2581
    Email: dmcnichol@regalenergy.ca
    or
    Regal Energy Ltd.
    Wayne R. Wilson
    Vice President Finance and Chief Financial
    (403) 509-2584
    Email: wwilson@regalenergy.ca
    or
    Regal Energy Ltd.
    Suite 1520, Life Plaza
    734 - 7th Avenue S.W.
    Calgary, AB T2P 3P8