Triple Crown Petroleum Ltd.
TSX VENTURE : TPP.P

December 21, 2011 17:45 ET

Triple Crown Petroleum Ltd. Announces Closing of Subscription Receipt Financing

CALGARY, ALBERTA--(Marketwire - Dec. 21, 2011) -

NOT FOR DISSEMINATION IN THE UNITED STATES FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW

Triple Crown Petroleum Ltd. ("Triple Crown") (TSX VENTURE:TPP.P) is pleased to announce that it has closed its previously announced best-efforts, brokered financing of subscription receipts ("Brokered Financing") led by Macquarie Private Wealth Inc. (the "Agent"). Triple Crown also conducted a non-brokered financing of subscription receipts ("Non-Brokered Financing" and together with the Brokered Financing, the "Financings") in connection with the Brokered Financing which is now also closed.

Pursuant to the Financings, Triple Crown issued 6,187,000 unit subscription receipts (the "Unit Subscription Receipts") at a price of $0.50 per Unit Subscription Receipt and 4,363,565 flow-through subscription receipts (the "Flow-Through Subscription Receipts" and together with the Unit Subscription Receipts, the "Subscription Receipts") at a price of $0.60 per Flow-Through Subscription Receipt for aggregate gross proceeds of approximately $5.7 million. In connection with the closing of the plan of arrangement (the "Arrangement") involving Triple Crown and First Mountain Exploration Ltd., the Flow-Through Subscription Receipts will be exchanged for common shares ("Resulting Issuer Shares") of the entity resulting from the Arrangement (the "Resulting Issuer") and the Unit Subscription Receipts will be exchanged for units of the Resulting Issuer (the "Units"). Each Unit will be comprised of one Resulting Issuer Share and one half of one warrant (each whole warrant, a "Warrant") where each Warrant shall be exercisable for a Resulting Issuer Share at a price of $0.65 per Resulting Issuer Share for a period of 18 months from the closing date of the Arrangement. The Subscription Receipts are subject to a four month hold period and the gross proceeds of the Financings will be held in escrow (the "Escrowed Funds") until closing of the Arrangement. Closing of the Arrangement is anticipated to occur on December 22, 2011. It is anticipated that the Resulting Issuer Shares and Warrants issued to Canadian and offshore subscribers pursuant to the conversion of the Subscription Receipts in connection with closing of the Arrangement will be issued as free-trading securities.

In connection with the closing of the Arrangement and the release of the Escrowed Funds to the Resulting Issuer, the Resulting Issuer will pay the agent a cash commission equal to 6% of the gross proceeds of the Financing, which fee is payable upon the closing of the Arrangement and the release of the Escrowed Funds to the Resulting Issuer. The Resulting Issuer will also issue the Agent warrants ("Broker Warrants") to acquire that number of Resulting Issuer Shares equal to 6% of the total number of Subscription Receipts sold under the Brokered Financing at a price of $0.50 per Resulting Issuer Share for a period of 12 months from the date of the closing of the Arrangement. In addition, the Resulting issuer will pay the same commission and issue the same percentage of Broker Warrants to certain finders in connection with the Non-Brokered Offering.

The Resulting Issuer intends to use the proceeds of the Financings, along with its cash position and cash flow from operations, if any, to finance its 2012 capital expenditure program (the "2012 Capital Program"). The 2012 Capital Program is anticipated to include the tie-in of a well on the Resulting Issuer's Buck Lake Property, the drilling, completion and testing of 3 gross (3 net) wells on the Resulting Issuer's Faust property in Alberta and the acquisition of seismic for the Faust property.

Cautionary Statements

The Arrangement is subject to a number of conditions, including, without limitation, approval of the Exchange, approval of the Court of Queen's Bench of Alberta, approval of the shareholders of First Mountain and majority of the minority approval of shareholders of Triple Crown. The Arrangement cannot close until all required approvals have been obtained. There can be no assurance that the Arrangement will be completed as proposed, or at all.

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "will", "expects", "believe", "plans", "potential" and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this press release contains forward-looking statements and information concerning: the use of proceeds from the Financings, the closing of and the anticipated closing date of the Arrangement.

The forward-looking statements and information in this press release are based on certain key expectations and assumptions made by Triple Crown and First Mountain, including, among other things: future capital expenditure levels; future oil and natural gas prices; future oil and natural gas production levels; future exchange rates and interest rates; ability to obtain equipment and services in a timely manner to carry out development activities; the impact of increasing competition; the ability to obtain financing on acceptable terms; and ability to add production and reserves through exploration, development and exploitation activities. Although Triple Crown and First Mountain believe that the expectations and assumptions on which such forward looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because neither Triple Crown nor First Mountain can give any assurance that they will prove to be correct.

Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These risks include, but are not limited to, the uncertainty of reserve and resource estimates; the uncertainty of estimates and projections relating to reserves, resources, production, costs and expenses; health, safety and environmental risks; commodity price and exchange rate fluctuations; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of acquisitions; ability to access sufficient capital from internal and external sources; changes in legislation, including but not limited to tax laws, royalties and environmental regulations, actual production from the acquired assets may be greater or less than estimates; failure to obtain the necessary regulatory approval, stock exchange and other regulatory approvals or on the timelines planned; risks that conditions to closing of the Arrangement (including receiving approval from the Exchange) are not satisfied. Management has included the above summary of assumptions and risks related to forward looking information provided in this press release in order to provide readers with a more complete perspective on the future operations of Triple Crown, First Mountain and the Resulting Issuer and such information may not be appropriate for other purposes.

The forward-looking statements and information contained in this press release are made as of the date hereof and neither Triple Crown nor First Mountain undertakes any 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.

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

Contact Information

  • Triple Crown Petroleum Ltd.
    William Ambrose
    President, Chief Executive Officer and Director
    (403) 453-2266