Solimar Energy Limited
ASX : SGY
TSX VENTURE : SXS

Solimar Energy Limited

April 09, 2012 10:09 ET

Solimar Completes Private Placement

MELBOURNE, AUSTRALIA--(Marketwire - April 9, 2012) - Solimar Energy Limited (ASX:SGY) (TSX VENTURE:SXS) ("Solimar" or the "Company") is pleased to announce that the Company has completed a C$1.1 million Private Placement (the "Placement"). These funds will be used to assist with funding the testing program at the Kreyenhagen Project. The company expects to be making additional announcements about this program in the near future.

Solimar raised the C$1.1 million (before costs) in funds through the issue of 12,222,222 Units at a price of C$0.09 (9 Canadian cents) per Unit to two (2) sophisticated investors based in Canada and Switzerland. Each Unit consists of one (1) ordinary share in Solimar ("Share") and one-half (1/2) of one share purchase warrant ("Warrant"). Each whole Warrant entitles the holder to acquire one (1) Share for an exercise price of C$0.15 (15 Canadian cents) until 5.00pm (Calgary time) on the date that is three (3) years from the date the Warrants are issued, and otherwise on the terms and conditions summarised in Appendix 1 (Summary of key terms of the Warrants).

Sincerely

John Begg, Chief Executive Officer

Solimar Energy Limited

ABN 42 112 256 649

Appendix 1

Summary of the Key Terms of the Warrants

1.1 Nature of Warrants

(a) Each whole Warrant shall entitle the holder, upon exercise, to acquire one (1) Share at an exercise price of C$0.15 (15 Canadian cents) subject to adjustment mechanisms described below.

(b) No fractional Warrants shall be issued and Warrants may only be exercised in a sufficient number to acquire whole numbers of Common Shares.

(c) The Warrants will be issued in certificated form.

(d) The Warrants will not be listed for quotation on any securities exchange.

1.2 Exercise of Warrants

(a) Each Warrant may be exercised by the holder complying with its obligations under the terms of issue at any time after its issue and on or before 5.00pm (Calgary, Alberta time) on the date that is three (3) years from the date the Warrants are issued, after which time the Warrant will lapse and any rights in respect of such Warrant will terminate.

(b) Notwithstanding (a) above, Shares issued on the exercise of Warrants may not be issued to persons in Australia other than to Sophisticated Investors or Professional Investors (as such terms are defined in the Australian Corporations Act 2001 (Cth)) (Sophisticated and Professional Investors).

(c) Notwithstanding (a) above, Shares issued on the exercise of Warrants will only be issued in compliance with the securities laws of any applicable jurisdiction.

1.3 Bonus Issues

Subject to any amendments to the Australian Stock Exchange Listing Rules (ASX Listing Rules) from time to time, if prior to the exercise of a Warrant, the Corporation makes a bonus issue to the holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), the number of Shares which the Warrant will entitle the holder to acquire upon exercise will be increased by the number of Shares which the holder of that Warrant would have received if the Warrant had been exercised before the record date for the bonus issue.

1.4 Rights Issues

Subject to any amendments to the ASX Listing Rules from time to time, if prior to the exercise of a Warrant, the Corporation makes a pro rata issue (except a bonus issue) to shareholders, the exercise price of the Warrant will be reduced as specified in the ASX Listing Rules in relation to pro rata issues (except bonus issues).

1.5 Adjustments

Subject to any amendments to the ASX Listing Rules from time to time:

(a) if prior to the exercise of a Warrant there is a consolidation in the capital of the Corporation, the number of Warrants on issue which have not been exercised will be consolidated in the same ratio as the ordinary capital of the Corporation and the exercise price of those Warrants will be amended in inverse proportion to that ratio;

(b) if prior to the exercise of a Warrant there is a subdivision in the capital of the Corporation, the number of Warrants on issue which have not been exercised will be subdivided in the same ratio as the ordinary capital of the Corporation and the exercise price of those Warrants will be amended in inverse proportion to that ratio;

(c) if prior to the exercise of a Warrant there is a return of capital by the Corporation to its shareholders, the number of Warrants on issue which have not been exercised will remain the same and the exercise price of those Warrants will be reduced by the same amount as the amount returned in relation to each Share;

(d) if prior to the exercise of a Warrant there is a reduction in the Corporation's capital by way of cancellation of paid up capital which is lost or not represented by available assets where no securities are cancelled, the number of Warrants on issue which have not been exercised and the exercise price of those Warrants will remain unaltered; and

(e) if prior to the to the exercise of a Warrant there is a pro rata cancellation of the Corporation's capital, the number of Warrants on issue which have not been exercised will be reduced in the same ratio as the ordinary capital of the Corporation and the exercise price of those Warrants will be amended in inverse proportion to that ratio.

1.6 Reclassification of Common Shares

Subject to any amendments to the ASX Listing Rules from time to time, if prior to the exercise of a Warrant, there is a:

(a) a reclassification of Shares or a capital reorganisation of the Corporation other than as described above at Sections 1.2 to 1.5;

(b) a consolidation, amalgamation, arrangement or merger of the Corporation with any other body corporate, trust, partnership or other entity; or

(c) a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, (a "Reclassification"), then on the exercise of a Warrant, in lieu of such number of Shares which the holder would have been entitled to receive had the Warrant been exercised prior to the Reclassification, the holder of the Warrant will receive such number of Shares or other securities or property that the holder would have been entitled to receive had the Warrant been exercised prior to the date of such Reclassification.

1.7 Adjustments to comply with Listing Rules

Notwithstanding the adjustment mechanisms described at Sections 1.2 to 1.6 above, the rights of any holder of a Warrant will be changed to the extent necessary to comply with the ASX Listing Rules. In the event of any inconsistencies between the ASX Listing Rules and the adjustment mechanisms described above, the ASX Listing Rules will prevail to the extent of any such inconsistency.

1.8 No adjustment for certain transactions

No adjustment will be made to the acquisition rights attached to the Warrants if the issue of Shares is being made pursuant to or in connection with:

(a) any share purchase plan conducted in accordance with the Australian Corporations Act 2001 (Cth);

(b) any stock option, stock purchase, stock savings or share appreciation rights plan of the Corporation in force from time to time for directors, officers, employees, consultants or other service providers of the Corporation;

(c) a public offering pursuant to a prospectus;

(d) a private placement in accordance with the rules of the stock exchange on which the Shares are listed for trading;

(e) the satisfaction of previously issued instruments; or

(f) any arm's length negotiated business combination or other acquisition, pursuant to which shareholders are not receiving:

(i) additional Shares, rights, options or other forms of securities of the Corporation or of any other company or companies involved with respect to such business combination or other acquisition; or

(ii) dividends or other distributions issued by the Corporation or any other company or companies involved with respect to such combination or other acquisition.

1.9 Cumulative Adjustments

The adjustments described in Sections 1.3 to 1.6 are cumulative and will be computed to the nearest whole cent, and will apply to successive events resulting in any such adjustment.

1.10 Notice of Adjustments

The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided for in Sections 1.3 to 1.7 above, deliver a certificate of the Corporation to holders of Warrants which have not been exercised specifying the nature of the event requiring the adjustment or readjustment and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

1.11 Transfer of Warrants

Standard transfer restrictions apply to the Warrants and underlying Shares. In particular, the Warrants may not be transferred to persons in Australia other than Sophisticated or Professional Investors, and the underlying Shares may not be transferred to persons in Australia other than Sophisticated or Professional Investors before the date that is 12 months following their respective dates of issue unless Solimar provides ASX Limited with a cleansing notice pursuant to section 708A of the Australian Corporations Act 2001 (Cth) within five (5) days of the issue of those Shares.

1.12 Rights Prior to Exercise

A Warrant does not confer on the holder any rights as a shareholder, including but not limited to, the right to vote at, to receive a notice of, or attend, meetings of shareholders or the right to participate in a new issue of securities by the Corporation.

1.13 Ranking of Warrants

All Warrants shall rank pari passu with each other, irrespective of the date of issue.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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