Twoco Petroleums Ltd.
TSX VENTURE : TWO

Twoco Petroleums Ltd.

March 30, 2011 11:12 ET

Twoco Petroleums Ltd. Announces Equity Financing, Debenture Financing and Credit Facility Update

CALGARY, ALBERTA--(Marketwire - March 30, 2011) -

THIS NEWS RELEASE IS NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES, TO UNITED STATES NEWS WIRE SERVICES OR TO UNITED STATES PERSONS

Twoco Petroleums Ltd. ("Twoco" or the "Company") (TSX VENTURE:TWO) announces a private placement equity financing of up to $4,500,008 and a $3,200,000 financing of redeemable, convertible, unsecured 8% debentures. In connection with the proposed equity financing and debenture financing, Twoco has also entered into a term sheet to amend its credit facility with the Alberta Treasury Branches (the "Bank").

Equity Financing

Twoco is pleased to announce that it has entered into an agreement with Macquarie Private Wealth Inc. (the "Agent") to issue up to 12,963,000 common shares in the capital of the Company ("Common Shares") and up to 3,225,800 "flow-through" Common Shares within the meaning of the Income Tax Act (Canada) ("Flow-Through Common Shares") on a private placement basis at a price of $0.27 per Common Share and $0.31 per Flow-Through Common Share for gross proceeds of up to $4,500,008 (the "Equity Financing"). In addition, the Agent has been granted an option exercisable prior to closing to increase the size of the Equity Financing by up to an additional 3,240,750 Common Shares at a price of $0.27 per Common Share for additional gross proceeds of approximately $875,000 which would increase the total Equity Financing to approximately $5,375,000 if fully exercised.

The Company intends to use the proceeds of the Equity Financing to develop the Company's Sparky heavy oil property in the Warspite area of Alberta and for general corporate purposes. The gross proceeds from the issuance of Flow-Through Shares will be used to incur Canadian Development Expenses (as such term is defined in the Income Tax Act (Canada)) prior to December 31, 2011 (the "Flow-Through Commitment"). The Company will renounce such Canadian Development Expenses to the subscribers of the Flow-Through Shares effective on or before December 31, 2011.

All capital expenditures are discretionary. In the event that less than $4,500,008 is raised pursuant to the Equity Financing, there will be fewer dollars immediately available to the Company and therefore fewer wells will be drilled using proceeds from the Equity Financing. Subject to satisfying the Flow-Through Commitment and in compliance with the terms of the Term Sheet (as defined herein), Twoco will review all capital expenditures on a regular basis throughout 2011 and adjust spending based on factors such as changes in commodity prices and drilling and production results.

In consideration for its services in connection with the Equity Financing, the Agent will be paid a fee equal to 7% of the gross proceeds of the Equity Financing. In addition, the Agent will receive options ("Agent Options") equal to 7% of the number of Common Shares and Flow-Through Shares sold under the Equity Financing. Each Agent Option will entitle the Agent to purchase one Common Share exercisable for eighteen months from the closing date at a price of $0.27 per Common Share.

The Common Shares and the Flow-Through Common Shares issued pursuant to the Equity Financing will be subject to a four month hold from the date of closing of the Equity Financing. Completion of the Equity Financing is subject to, among other things, completion of satisfactory due diligence by the Agent, entering into a formal agency agreement, receipt of all necessary regulatory approvals, including approval from the TSX Venture Exchange (the "TSXV"). The Equity Financing is expected to close on or about April 29, 2011.

Debenture Financing

Twoco is pleased to announce that it intends to complete a private placement financing through the issuance of up to $3,200,000 in the aggregate principal amount of redeemable, convertible, unsecured debentures ("2011 Convertible Debentures") of Twoco (the "Debenture Financing"). The 2011 Convertible Debentures shall bear interest at the rate of 8% per annum, payable commencing June 30, 2011 and quarterly thereafter and will mature December 31, 2012 (the "Maturity Date"). The Company shall have the option to pay interest accrued on the 2011 Convertible Debentures in Common Shares at a deemed price per Common Share based on the market price of the Common Shares at the time of payment of such interest. The 2011 Convertible Debentures will be convertible into Common Shares at the holder's option at any time prior to the Maturity Date at a conversion price equal to $0.324 per share. The Company will have the ability to redeem the Convertible Debentures in certain circumstances where an offer or business combination is made to acquire Common Shares.

On March 31, 2009, Twoco completed a private placement of $8,300,000 of 17% unsecured debentures (the "2009 Debentures") and warrants to purchase up to 4,150,000 Common Shares at a price of $1.20 per Common Share which expire on March 31, 2011. The 2009 Debentures bear interest at a rate of 17% per annum, payable commencing June 30, 2009 and quarterly thereafter and will mature on March 31, 2011. In September 2010, Twoco exchanged $5,520,000 of the 2009 Debentures plus all interest accrued thereon for Common Shares at a price of $0.23 per Common Share for an aggregate of 24,730,202 Common Shares. The proceeds from the Debenture Financing will be used to repay the remaining 2009 Debentures and all accrued and unpaid interest thereon. The Company may take steps to enter into agreements with the holders of the 2009 Debentures to exchange the outstanding 2009 Debentures for 2011 Convertible Debentures.

Completion of the Debenture Financing is expected to occur on or about March 31, 2011 and is subject to regulatory approvals, including the approval of the TSXV. 

Credit Facility Update

The Company and the Bank have entered into an indicative term sheet (the "Term Sheet") further amending the terms of the Company's $18,000,000 revolving credit facility (the "Revolving Credit Facility"). In particular, the Company is required to: (i) complete an equity issuance for a minimum of $3,000,000 in gross proceeds on or before April 30, 2011 of which not more than $1,000,000 may consist of Flow-Through Shares, which includes the Equity Financing; and (ii) complete the issuance of a minimum principal amount of $3,000,000 of unsecured debentures on or before April 1, 2011 and apply the proceeds toward the repayment and cancellation of the 2009 Debentures. The next review date of the credit facilities was also extended in connection with the Term Sheet to March 31, 2012 but may be changed at any time at the sole discretion of the Bank. Twoco will be entering into a formal amending agreement (the "Amending Agreement") based on the terms and conditions set forth in the Term Sheet.

In connection with the entering into of the Amending Agreement, the Company will pay the Bank $50,000 and is required to pay an additional $350,000 to the Bank no later than April 30, 2011 by way of issuance of 1,296,297 Common Shares (the "Bank Payment Shares") at a deemed price of $0.27 per share.

The Bank Payment Shares will be subject to a four month hold from the date of issuance. Completion of the issuance of the Bank Payment Shares is subject to receipt of all necessary regulatory approvals, including approval from the TSXV. The closing of the issuance of the Bank Payment Shares is expected to occur on or about April 29, 2011.

Twoco is an oil and gas company engaged in the exploration for, and the acquisition, development and production of, oil and natural gas reserves primarily in the Province of Alberta. Twoco has 58,625,108 Common Shares issued and outstanding as at today's date.

Forward-Looking Statements:

Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"), including the closing of the Equity Financing, the receipt of applicable regulatory approvals, the anticipated use of the net proceeds of the Equity Financing, proposed changes to the Company's capital budget, the Debenture Financing, the exchange of 2009 Debentures for 2011 Convertible Debentures and the terms of the Term Sheet and the Amending Agreement. The closing of the Equity Financing, the Debenture Financing and the issuance of the Bank Payment Shares could be delayed if the Company is not able to obtain the requisite regulatory and TSXV approvals on the timelines it has planned. The Equity Financing, the Debenture Financing and the issuance of the Bank Payment Shares will not be completed at all if these approvals are not obtained or some other condition to closing the Equity Financing is not satisfied and meeting the requirements of the Term Sheet and Amending Agreement. Accordingly, there is a risk that the Equity Financing, the Debenture Financing and the issuance of the Bank Payment Shares will not be completed within the expected timeframe or at all. The intended use of the net proceeds of the Equity Financing by the Company might change if the board of directors of the Company determines that it would be in the best interests of the Company 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 Twoco'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 Twoco believes that the expectations in our forward-looking statements are reasonable, our 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, Twoco 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 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.

Contact Information

  • Twoco Petroleums Ltd.
    Wayne A. Malinowski
    President and Chief Executive Officer
    (403) 231-8653
    (403) 237-6048 (FAX)