October 13, 2010 09:00 ET

Triple 8 Announces Successful Completion of Bought Deal Financing and Filing of Business Acquisition Report in Respect of Previously Completed Boundary Lake Acquisition

CALGARY, ALBERTA--(Marketwire - Oct. 13, 2010) -


Triple 8 Energy Ltd. ("Triple 8" or the "Company") (TSX VENTURE:TEE) is pleased to announce that it has successfully closed a previously announced bought deal financing with a syndicate of underwriters co-led by GMP Securities L.P. and Canaccord Genuity Corp., and including Wellington West Capital Markets Inc., Desjardins Securities Inc., Mackie Research Capital Company and Raymond James Ltd. (collectively, the "Underwriters") of 333,334,000 subscription receipts ("Subscription Receipts") at a price of $0.075 per Subscription Receipt and 35,295,000 common shares ("Common Shares") issued on a "flow-through" basis ("Flow-Through Shares") at a price of $0.085 per Flow-Through Share for aggregate gross proceeds of approximately $28.0 million (the "Offering"). In addition, the Underwriters fully exercised an option to purchase from treasury an additional 50,000,000 Subscription Receipts for additional gross proceeds of approximately $3.75 million and total gross proceeds of $31.75 million.

The net proceeds of the Subscription Receipt financing will be used to fund the purchase price payable by Triple 8 for certain high working interest, operated assets in the Pembina, Niton and Chip Lake regions of west central Alberta for total consideration of approximately $30.0 million from a public oil and gas producer (the "Transaction"). Gross proceeds from the sale of the Flow-Through Shares will be used to fund ongoing exploration activities that will qualify as Canadian Exploration Expense, which will be renounced to the subscribers effective for the 2010 taxation year. The gross proceeds of the Subscription Receipt financing are being held in escrow pending the completion of the Transaction. If the Transaction is completed on or before November 15, 2010, the proceeds will be released to Triple 8. If the Transaction is not completed on or before November 15, 2010 or the definitive agreement in respect of the Transaction is terminated at an earlier time or Triple 8 announces publicly that it does not intend to proceed with the Transaction, holders of Subscription Receipts will receive a cash payment equal to the offering price of the Subscription Receipts and any interest that was earned thereon during the term of the escrow.

On the deemed exercise of the Subscription Receipts, each Subscription Receipt will entitle the holder thereof to receive one Common Share and one-half of one Common Share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $0.10 per Common Share for a period of thirty months following the closing of Offering. The Subscription Receipts will be deemed to be exercised on the earlier of: (a) February 14, 2011; and (b) that day on which a receipt is issued by the securities regulatory authorities in British Columbia, Alberta, Saskatchewan, Ontario and New Brunswick for a final short form prospectus qualifying the Common Shares and Warrants to be issued upon the exercise of the Subscription Receipts. Triple 8 shall use reasonable commercial efforts from the date of closing of the private placement to obtain such receipt for the exercise of the Subscription Receipts within 30 days of closing of the Transaction (the "Qualification Deadline"). If a receipt is not obtained on or before the Qualification Deadline, Triple 8 shall issue to each holder of Subscription Receipts, for no additional consideration and without any further action on the part of the holder, an additional 0.1 of a Common Share for each Common Share to be issued to such holder upon the deemed exercise of the Subscription Receipts. Until the receipt is issued for such prospectus, the Subscription Receipts as well as the Common Shares and Warrants issuable upon exercise thereof will be subject to a four month hold period under applicable Canadian securities laws until February 14, 2011. The Flow-Through Shares are subject to a four month hold period under applicable Canadian securities laws until February 14, 2011.

In connection with the previously completed acquisition of certain high quality assets in northeast British Columbia in the vicinity of the prolific Boundary Lake area (the "Assets") for total consideration of $4.3 million and in accordance with National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities ("NI 51-101"), Sproule Associates Limited ("Sproule") prepared a report dated October 7, 2010, and effective December 31, 2009, evaluating the crude oil, natural gas liquids and natural gas reserves attributable to the Assets (the "Sproule Report"). For a detailed description of the estimated reserves, related future net revenue, estimated oil and gas production volumes and other oil and gas information in respect of the Assets please see the Business Acquisition Report of Triple 8 dated October 8, 2010, filed under Triple 8's sedar profile at Based on the Sproule Report, the Total Proven plus Probable reserves associated with the Assets are 177.8 MBOE. Total Proven reserves of 126.2 MBOE are fully developed and are currently on production and none of the reserves have common working interest with assets currently owned by Triple 8. Based on the acquisition price of $4.3 million, Triple 8 acquired Total Proved plus Probable reserves at a cost of approximately $24.18/BOE including undeveloped land.


This press release contains certain forward-looking statements (forecasts) under applicable securities laws relating to future events or future performance. Forward-looking statements are necessarily based upon assumptions and judgements with respect to the future including, but not limited to, the outlook for commodity markets and capital markets, the performance of producing wells and reservoirs, well development and operating performance, general economic and business conditions, weather, the regulatory and legal environment and other risks associated with oil and gas operations. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "projects", "plans", "anticipates" and similar expressions. These statements represent management's expectations or beliefs concerning, among other things, future operating results and various components thereof affecting the economic performance of Triple 8. Undue reliance should not be placed on these forward-looking statements which are based upon management's assumptions and are subject to known and unknown risks and uncertainties, including the business risks discussed above, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Accordingly, readers are cautioned that events or circumstances could cause results to differ materially from those predicted.

In the interest of providing Triple 8 shareholders and potential investors with information regarding the Company, including management's assessment of Triple 8's future plans and operation, certain statements throughout this press release constitute forward looking statements. All forward-looking statements are based on the Company's beliefs and assumptions based on information available at the time the assumption was made. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward looking statements. By its nature, such forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward looking statements. Triple 8 believes the expectations reflected in those forward looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward looking statements contained throughout this press release should not be unduly relied upon. These statements speak only as of the date specified in the statements. 

In particular, this press release may contain forward looking statements pertaining to the following:

  • the Offering;
  • the Transaction;
  • the performance characteristics of the Company's oil and natural gas properties;
  • oil and natural gas production levels;
  • capital expenditure programs;
  • the quantity of the Company's oil and natural gas reserves and anticipated future cash flows from such reserves;
  • projections of commodity prices and costs;
  • supply and demand for oil and natural gas;
  • expectations regarding the ability to raise capital and to continually add to reserves through acquisitions and development; and
  • treatment under governmental regulatory regimes.

The material assumptions in making these forward-looking statements include certain assumptions disclosed in the Company's most recent management's discussion and analysis included in the material available on this press release.

The Company's actual results could differ materially from those anticipated in the forward looking statements contained throughout this press release as a result of the material risk factors set forth below, and elsewhere in this press release:

  • volatility in market prices for oil and natural gas;
  • liabilities inherent in oil and natural gas operations;
  • uncertainties associated with estimating oil and natural gas reserves;
  • competition for, among other things, capital, acquisitions of reserves, undeveloped lands and skilled personnel;
  • incorrect assessments of the value of acquisitions and exploration and development programs;
  • geological, technical, drilling and processing problems;
  • fluctuations in foreign exchange or interest rates and stock market volatility;
  • failure to realize the anticipated benefits of acquisitions;
  • general business and market conditions; and
  • changes in income tax laws or changes in tax laws and incentive programs relating to the oil and gas industry.

These factors should not be construed as exhaustive. Unless required by law, Triple 8 does not undertake any obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

Barrels of oil equivalent (boe) may be misleading, particularly if used in isolation. A boe conversion ratio of six thousand cubic feet (mcf) of natural gas to one barrel (bbl) of oil is based on an energy conversion method primarily applicable at the burner tip and is not intended to represent a value equivalency at the wellhead. All boe conversions in this press release are derived by converting natural gas to oil in the ratio of six thousand cubic feet of natural gas to one barrel of oil. Certain financial amounts are presented on a per boe basis, such measurements may not be consistent with those used by other companies.

Readers are further cautioned that the preparation of financial statements in accordance with Canadian generally accepted accounting principles ("GAAP") requires management to make certain judgements and estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Estimating reserves is also critical to several accounting estimates and requires judgments and decisions based upon available geological, geophysical, engineering and economic data. These estimates may change, having either a negative or positive effect on net earnings as further information becomes available, and as the economic environment changes.

Cash flow from operations and operating netbacks are not recognized measures under GAAP. Management of Triple 8 believe that in addition to net income, cash flow from operations and operating netbacks are useful supplemental measures as they demonstrate an ability to generate the cash necessary to repay debt or fund future growth through capital investment. Readers are cautioned, however, that these measures should not be construed as an alternative to net income determined in accordance with GAAP as an indication of Triple 8's performance. Triple 8's method of calculating these measures may differ from other companies and, accordingly, they may not be comparable to measures used by other companies. For these purposes, Triple 8 defines cash flow from operations as cash provided by operations before changes in non-cash operating working capital and defines operating netbacks as revenue less royalties and operating expenses.

Readers are also cautioned that this press release may contain the term reserve life index, which is not a recognized measure under GAAP. Management believes that this measure is a useful supplemental measure of the length of time the reserves would be produced over at the rate used in the calculation. Readers are cautioned, however, that this measure should not be construed as an alternative to other terms determined in accordance with GAAP as a measure of performance. The method of calculating this measure may differ from other companies, and accordingly, they may not be comparable to measures used by other companies.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The Subscription Receipts, the Flow-Through Shares offered and the underlying Common Shares and Warrants have not 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 many not be offered or sold in the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable states securities laws.

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

Contact Information

  • Triple 8 Energy Ltd.
    Trevor Spagrud
    President & Chief Executive Officer
    (403) 470-5499
    Triple 8 Energy Ltd.
    Doug Bailey
    Chief Financial Officer
    (403) 815-7024