Shoreline Energy Corp.
TSX : SEQ

Shoreline Energy Corp.

May 03, 2013 13:08 ET

Shoreline Energy Corp. Announces Closing of the First Tranche of Its Previously Announced Flow-Through Brokered Private Placement Financing and By-Law Amendment

CALGARY, ALBERTA--(Marketwired - May 3, 2013) -

NOT FOR DISTRIBUTION IN THE UNITED STATES

Shoreline Energy Corp. (TSX:SEQ) ("Shoreline" or the "Corporation") is pleased to announce that it has closed the first tranche of its previously announced brokered private placement financing (the "Financing"), resulting in gross proceeds to Shoreline of $2,230,000 through the issuance of 557,500 common shares of the Corporation, issued on a "flow-through" basis pursuant to the Income Tax Act (Canada) (the "Flow-Through Shares") at a subscription price of $4.00 per Flow-Through Share. Casimir Capital Ltd. (the "Agent") acted as agent on the Financing. In connection with the closing of the first tranche of the Financing, the Agent received a cash commission equal to 7% of the gross proceeds raised under the Financing. The next tranche of the Financing is anticipated to close next week.

The Flow-Through Shares issued under the Financing are subject to a four month and one day resale and transfer restriction under applicable securities laws. The net proceeds of the Financing will be used as previously announced in the Corporation's press release dated April 17, 2013.

The Corporation also announces that the board of directors of the Company has approved the adoption of an advance notice by-law (the "By-law").

Among other things, the By-law fixes a deadline by which shareholders must submit a notice of director nominations to the Company in order for such nominations to be proposed at annual or special meetings of shareholders where directors are to be elected. Further, the By-law sets forth the information that a shareholder must include in the notice for it to be valid.

In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 nor more than 65 days prior to the date set for the annual meeting (except that, if the meeting is called for a date that is fewer than 50 days after the first public filing or announcement of the date of the meeting, the notice must be delivered no more than 10 days after the date of that public filing or announcement). The By-law is effective immediately and, in accordance with the Business Corporations Act (Alberta), shareholders of the Company will be asked to confirm the By-law at the upcoming annual and special meeting of shareholders scheduled to be held on June 13, 2013. A copy of the By-law will be included in the proxy materials to be mailed to shareholders in connection with the June 13, 2013 meeting and filed under the Company's profile at www.sedar.com.

This press release is not an offer of securities for sale in the United States. The securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and accordingly may not be offered or sold in the United States unless registered under that Act or pursuant to an available exemption from the registration requirements thereof.

About Shoreline Energy

Investor Information

Shoreline is a Calgary, Alberta based corporation engaged in the exploration, development and production of petroleum and natural gas. Shoreline offers investors a combination of value growth via lower risk development of additional oil reserves and production on its current lands and pays a quarterly dividend. The Common Shares are currently listed on the TSX under the trading symbol "SEQ" and the debentures under the trading symbol "SEQ.DB". Additional information regarding Shoreline is available under the Corporation's profile at www.sedar.com or at the Corporation's website, www.shorelineenergy.ca.

Forward-Looking and Cautionary Statements

This news release contains forward-looking statements relating to the completion and terms of the Offering. Forward-looking statements typically use words such as "will," "anticipate," "believe," "estimate," "expect," "intend," "may," "project," "should," "plan," and similar expressions suggesting future outcomes, and include statements that actions, events or conditions "may," "would," "could," or "will" be taken or occur in the future. The forward-looking statements are based on various assumptions including expectations regarding the success of current or future drill wells; the outlook for petroleum and natural gas prices; estimated amounts and timing of capital expenditures; estimates of future production; assumptions concerning the timing of regulatory approvals; the state of the economy and the exploration and production business; results of operations; business prospects and opportunities; future exchange and interest rates; the Corporation's ability to obtain equipment in a timely manner to carry out development activities; and the ability of the Corporation to access capital and credit. While the Corporation considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.

Forward-looking statements are subject to a wide range of assumptions, known and unknown risks and uncertainties and other factors that contribute to the possibility that the predicted outcome will not occur, including, without limitation: risks associated with oil and gas exploration, development, exploitation, production, marketing and transportation; loss of markets; volatility of commodities prices; currency fluctuations; imprecision of reserves estimates; environmental risks; competition from other producers; inability to retain drilling rigs and other services; incorrect assessment of the value of acquisitions; failure to realize the anticipated benefits of acquisitions; general economic conditions; delays resulting from or inability to obtain required regulatory approvals and to satisfy various closing conditions; and ability to access sufficient capital from internal and external sources. Readers are cautioned that the foregoing list of factors is not exhaustive.

Although Shoreline believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will be realized. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements and you should not rely unduly on forward-looking statements. The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by applicable law, Shoreline does not undertake any obligation to publicly update or revise any forward-looking statements.

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