Shoreline Energy Corp.

March 17, 2011 14:09 ET

Shoreline Energy Corp. Files Preliminary Prospectus

CALGARY, ALBERTA--(Marketwire - March 17, 2011) -

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Shoreline Energy Corp. (the "Company") is pleased to announce that it has filed a preliminary long form prospectus with the securities regulatory authorities in each of the provinces of Canada, excluding Québec, in connection with an offering of up to 4,000,000 unit subscription receipts (the "Unit Subscription Receipts"), and 500,000 flow-through subscription receipts (the "Flow-Through Subscription Receipts" and together with the Unit Subscription Receipts, the "Subscription Receipts"), at a price of $10.00 per Unit Subscription Receipt and $12.00 per Flow-Through Subscription Receipt (the "Offering"). Each Unit Subscription Receipt entitles the holder thereof to receive one unit (a "Unit") upon satisfaction of certain escrow release conditions, including the completion of the previously announced acquisition of crude oil and natural gas assets (the "Assets") located in the Peace River Arch area of northwestern Alberta and northeastern British Columbia. The Offering is expected to close in April 2011.

Each Unit is comprised of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one Common Share (a "Warrant Share") at a price of $12.00 at any time prior to the date that is eighteen (18) months following the satisfaction of the escrow release conditions. Each Flow-Through Subscription Receipt entitles the holder thereof to receive one (1) flow-through common share in the capital of the Company (a "Flow-Through Share") upon satisfaction of the escrow release conditions. The Company has applied to list the Common Shares on the Toronto Stock Exchange (the "TSX"); however, the Common Shares may not be listed on a "designated stock exchange" at the closing date.

The Subscription Receipts will be offered on a commonly reasonable efforts through a syndicate of agents to be led by MGI Securities Inc. and including GMP Securities L.P., Macquarie Capital Markets Canada Ltd., HSBC Securities (Canada) Inc., Jennings Capital Inc., Octagon Capital Corporation, PI Financial Corp., Casimir Capital Ltd. and Clarus Securities Inc. (collectively, the "Agents"). The Agents have been granted an over-allotment option (the "Over-Allotment Option") exercisable in whole or in part, at the Agents' discretion, at any time not later than the earlier of (i) the 30th day following closing, and (ii) the occurrence of certain termination events, to offer for sale up to an additional number of Unit Subscription Receipts that is equal to 15% of the number of Unit Subscription Receipts issued at closing (collectively the "Over-Allotment Unit Subscription Receipts"), at a price of $10.00 per Over-Allotment Unit Subscription Receipt, to cover over-allocations, if any, and for market stabilization purposes. If the Over-Allotment Option is fully exercised, the total number of Unit Subscription Receipts sold pursuant to the Offering will be 4,600,000, the total price to the public will be $52,000,000, and the net proceeds to the Company, before deducting the Agents' fees and the estimated expenses of the Offering, will be $48,360,000.

The Company will use the net proceeds of the Offering to pay the purchase price for the Assets and for appraisal and development drilling, exploration activities, land acquisitions, general and administrative expenses, and working capital requirements.

A copy of the preliminary prospectus, which contains important information relating to the Offering, is available on the SEDAR website at www.sedar.com. The preliminary prospectus is subject to completion or amendment. There will not be any sale or acceptance of an offer to buy the Subscription Receipts until a receipt for the final prospectus has been issued. Completion of the Offering and is subject to and conditional upon the receipt of all necessary approvals.

Forward Looking Statements

This press release contains forward-looking statements. More particularly, this press release contains forward-looking statements concerning the completion of the Offering, the success of the Offering, timing of the Offering, the use of proceeds of the Offering and the listing of the Common Shares on the TSX. These statements are based on current expectations and assumptions regarding, among other things, general economic and industry conditions and the regulatory approval process. The forward looking statements involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated. Such risks include, but are not limited to, those listed under the heading "Risk Factors" in the Company's preliminary prospectus. Such forward-looking statements included in this press release should not be unduly relied upon. These statements speak only as of the date of this press release and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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