CALGARY, ALBERTA--(Marketwired - Feb. 21, 2017) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Serinus Energy Inc. ("Serinus", "SEN" or the "Company") (TSX:SEN)(WARSAW:SEN) is pleased to announce that it has filed its final short form prospectus (the "Prospectus") dated and filed on February 21, 2017, in each of the provinces of Canada other than Québec (the "Qualifying Provinces") and received a receipt therefor in connection with a marketed offering (the "Offering") of 72,000,000 common shares in the capital of the Company (the "Offered Shares") at a price of CDN$0.35 per share for aggregate gross proceeds of CDN$25.2 million (the "Total Offering"). The Offering is being led by GMP FirstEnergy (the "Agent") on a "commercially reasonable efforts" agency basis.
The Offering is expected to close on or about February 24, 2017, subject to the satisfaction of all conditions to closing the Offering set out in the agency agreement entered into between the Company and the Agent. The Offering will not be completed unless the Total Offering is raised.
For further details regarding the Offering, please see the Prospectus, a copy of which is available under the Company's profile on www.sedar.com.
In connection with the filing of the Prospectus, the Corporation has also filed a Revised Annual Information Form dated February 21, 2017 for the year ended December 31, 2015 (the "Revised AIF"), which is incorporated by reference in the Prospectus. The Revised AIF supersedes and replaces the Annual Information Form for the Corporation dated March 30, 2016 (the "Original AIF"), and has been revised to supplement certain disclosures regarding contingent resources data of Serinus in Appendix A of the Original AIF, including the deletion of "Form 51-101F1" from the summary of oil and gas risked contingent resources as of December 31, 2015, using forecast prices and costs, on page 20 of Appendix A of the Original AIF (which summary now appears on page 3 of Appendix A.1 of the Revised AIF), the addition of the required cautionary statements, the forecast prices used in estimating the contingent resources data, the risks and the level of uncertainty associated with recovery of the contingent resources, the significant positive and negative factors relevant to the estimate, a description of the applicable project(s), including the estimated total cost required to achieve commercial production, the general timeline of the project, including the estimated date of first commercial production, the recovery methodology and whether the project is based on a conceptual or pre-development study, and the specific contingencies which prevent the classification of the contingent resources as reserves. The Revised AIF also clarifies the status of the Zinnia field since its last assessment by the Company's independent qualified reserves evaluator and auditor in 2013.
Further, the Revised AIF has been revised to include disclosure of contingent resources at a 60% working interest in the Satu Mare Concession in Romania in Appendix A.1 of the Revised AIF. The disclosure of the contingent resources data in Appendix A of the Original AIF reflected the inclusion of both the Company's 60% working interest in the Satu Mare Concession, as well as the remaining 40% working interest in respect of which the Company had entered into a Withdrawal and Trust Agreement providing for the provisional transfer of the 40% working interest to the Company. That Withdrawal and Trust Agreement has subsequently been nullified.
The Revised AIF also corrects the following errors: (i) references to product groups that have been repealed in the amendments to National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities ("NI 51-101"), effective July 1, 2015, have been replaced with the accepted product types under NI 51-101; (ii) disclosure of the values of proved undeveloped and probable undeveloped reserves that were first attributed in each of the most recent three financial years for each product type has been added; and (iii) references to "possible reserves" throughout were removed as possible reserves were not disclosed.
Other than as expressly set forth above, the Revised AIF does not, and does not purport to, update or restate the information in the Original AIF or reflect any events that occurred after the date of the Original AIF. For further information, see the "Notice to Reader" in the Revised AIF, a copy of which is available under the Company's profile on www.sedar.com.
Serinus is an international upstream oil and gas exploration and production company that owns and operates projects in Tunisia and Romania.
For further information, please refer to the Serinus website (www.serinusenergy.com).
Translation: This news release has been translated into Polish from the English original.
Forward-looking Statements This release contains forward-looking information including statements regarding the completion of the Offering and the timing thereof and the expected aggregate gross proceeds of the Offering. The use of any of the words "target", "plans", "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements. Such forward-looking information is based on management's expectations and assumptions, including that expectations and assumptions concerning the satisfaction of all conditions to the closing of the Offering and on the time frames currently contemplated. Forward-looking information involves significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: any of the assumptions on which such forward-looking information is based vary or prove to be invalid, including the failure to obtain, in a timely manner, regulatory, stock exchange and other required approvals in connection with the Offering and the other conditions to closing the Offering will not be satisfied in a timely manner or at all, political, social, fiscal, legal and economic risks in the countries in which the Company operates, partner or counter-party risk, geological, technical, drilling and processing problems and the other risks identified in the Company's most recent Annual Information Form under the "Risk Factors" section, the Company's most recent management's discussion and analysis and the Company's other public disclosure, available under the Company's profile on SEDAR at www.sedar.com. Although the Company has attempted to take into account important factors that could cause actual costs or results to differ materially, there may be other factors that cause actual results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The forward-looking information included in this release is expressly qualified in its entirety by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.
THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES, OR IN SWITZERLAND, OR IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "RELEVANT MEMBER STATE"). THE SECURITIES 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 OR 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.
THE SECURITIES OFFERED UNDER THE OFFERING HAVE NOT BEEN AND WILL NOT BE SUBJECT TO A PUBLIC OFFERING AS DEFINED IN DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 4 NOVEMBER 2003 ON PROSPECTUSES TO BE PUBLISHED WHEN SECURITIES ARE OFFERED TO THE PUBLIC OR ADMITTED TO TRADING AND AMENDING DIRECTIVE 2001/34/EC, AS AMENDED (THE "PROSPECTUS DIRECTIVE") AND AS IMPLEMENTED IN MEMBER STATES, INCLUDING POLAND.
FOR THE PURPOSES OF THIS DOCUMENT, THE EXPRESSION "A PUBLIC OFFERING" IN RELATION TO ANY SECURITIES IN ANY RELEVANT MEMBER STATE MEANS A COMMUNICATION TO A NUMBER OF PERSONS/ENTITIES NOT LESSER THAN SPECIFIED IN SUCH RELEVANT MEMBER STATE'S LEGISLATION (E.G. IN POLAND TO AT LEAST 150 PERSONS OR TO AN UNSPECIFIED ADDRESSEE), OR TO AN UNSPECIFIED ADDRESSEE IF THE RELEVANT MEMBER STATE HAS IMPLEMENTED THE RELEVANT PROVISION OF DIRECTIVE 2010/73/EU OF THE EUROPEAN PARLIAMENT AND THE COUNCIL AMENDING THE PROSPECTUS DIRECTIVE, IN ANY FORM AND BY ANY MEANS, PRESENTING SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE SECURITIES TO BE OFFERED, SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE TO THESE SECURITIES AS THE SAME MAY BE VARIED IN THAT RELEVANT MEMBER STATE BY ANY MEASURE IMPLEMENTING THE PROSPECTUS DIRECTIVE IN THAT RELEVANT MEMBER STATE.