Standard Exploration Ltd
TSX VENTURE : SDE

Standard Exploration Ltd

February 13, 2012 09:00 ET

Standard Exploration Ltd. Announces Proposed $5,000,000 Private Placement Financing

CALGARY, ALBERTA--(Marketwire - Feb. 13, 2012) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Standard Exploration Ltd. (the "Corporation") (TSX VENTURE:SDE) is pleased to announce its intention to complete a non-brokered private placement financing (the "Financing") for maximum gross proceeds of $5,000,000. The Financing will be comprised of a combination of units ("CS Units") made up of one (1) common share in the share capital of the Corporation ("Common Share") and one-half of one (1/2) Common Share purchase warrant (each, a "Warrant") at a price of $0.16 per CS Unit and units ("Flow-Through Units") comprised of one (1) Common Share issued on a "flow-through" basis for the purposes of the Income Tax Act (Canada) and one-half of one (1/2) Warrant at a price of $0.19 per Flow-Through Unit, for aggregate total gross proceeds of up to $5,000,000. The maximum subscription amount of Flow-Through Units that will be issued is $2,000,000. Each whole warrant will entitle the holder thereof to acquire one common share at a price of $0.23 per share for a period of one (1) year after the closing.

A finder's fee of up to 7% of the gross proceeds of the offering may be paid, on all or any portion of the funds raised pursuant to this offering. In addition, finders will receive finder's warrants equal to up to 7% of the number of units issued in connection with the offering. Each finder's warrant will entitle the holder to purchase one (1) common share at the subscription price of the CS Units or the Flow-Through Units, as applicable, for a period of one (1) year after the closing.

The closing of the offering is expected to occur on or about February 28, 2012 and is subject to regulatory approval, including approval of the TSX Venture Exchange. For further details on the offering, please contact the Corporation. All securities issued in connection with the offering will be subject to a hold period of four (4) months from the date of closing. The net proceeds from the offering will be used to finance oil opportunities and for general working capital purposes.

The Corporation also announces that, effective as of March 1, 2012, Ray Antony will resign from the Board of Directors of the Corporation. The remaining Board of Directors would genuinely like to thank Mr. Antony for his participation on the Board and for his expertise. It is the Board's intention to appoint Mr. Pat Powell to the Board of Directors to fill the vacancy that will be left by Mr. Antony.

Mr. Powell is a successful oilfield services entrepreneur with over 35 years of experience in the Canadian oilfield services industry. He is currently the Chairman and a director of Bonnett's Energy Corp. a public, Western-Canada based completion and production oilfield services company. From June 2006 until January 2007, Mr. Powell was the Co-Chief Executive Officer with the Mullen Group Income Fund, which is the largest oilfield services trucking company in Western Canada. The Board of Directors of the Corporation is looking forward to working with Mr. Powell and believes that his extensive background and experience in the oilfield industry will be a significant asset to the Corporation.

The Corporation is a Canadian based oil and gas corporation with operations in Alberta, Canada and is traded on TSX Venture Exchange. The Corporation's public filings may be found at www.sedar.com.

Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"), including the closing of the Financing, the receipt of applicable regulatory approvals, the anticipated use of the net proceeds of the Financing and the appointment of Mr. Powell. The closing of the Financing could be delayed if the Corporation is not able to obtain the requisite regulatory and TSXV approvals on the timelines it has planned. The Financing will not be completed at all if these approvals are not obtained or some other condition to closing the Financing is not satisfied. Accordingly, there is a risk that the Financing will not be completed within the expected timeframe or at all. The intended use of the net proceeds of the Financing by the Corporation might change if the board of directors of the Corporation determines that it would be in the best interests of the Corporation to deploy the proceeds for some other purpose. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Corporation's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, operational risks in exploration and development, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and the ability to access sufficient capital from internal and external sources. Although the Corporation believes that the expectations in its forward-looking statements are reasonable, its forward-looking statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. The risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in our Annual Information Form and other documents available at www.sedar.com. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, the Corporation does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws.

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

Contact Information

  • Standard Exploration Ltd.
    Ronald P. Wiebe
    President & CEO
    403-262-4450