Bill Wheeler

January 09, 2017 18:22 ET

Update to Acquisition of Common Shares of Bengal Energy Ltd.

CALGARY, ALBERTA--(Marketwired - Jan. 9, 2017) -

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

Pursuant to the early warning requirements of applicable Canadian securities laws, and in connection with the rights offering (the "Rights Offering") of Bengal Energy Ltd. ("Bengal" or the "Company") which closed on December 29, 2016, Texada Capital Management Ltd. ("Texada"), a corporation controlled by William (Bill) Wheeler ("Mr. Wheeler"), an independent director of Bengal, reports that Mr. Wheeler (or entities that Mr. Wheeler owns, directly or indirectly, or has control or direction over, including Texada) acquired 13,201,418 common shares ("Common Shares") of Bengal.

In accordance with the terms of the Company's rights offering circular and associated notice of rights offering, both dated November 23, 2016, the Company commenced a rights offering (the "Rights Offering"), which was completed on December 29, 2016, pursuant to which each registered holder of Common Shares resident in a Province or Territory of Canada at the close of business on December 2, 2016 (the "Record Date") received one Right for each Common Share held. Two Rights, plus the sum of $0.12 (the "Subscription Price"), entitled the holder thereof to acquire, on or before December 28, 2016, one Common Share (the "Basic Subscription Privilege"). In the event a holder exercised its Basic Subscription Privilege, in full, it was also entitled to subscribe for additional Common Shares, if available, at the Subscription Price (the "Additional Subscription Privilege").

In connection with the Rights Offering, Texada entered into an agreement dated November 23, 2016 (the "Standby Purchase Agreement") with Bengal, pursuant to which, among other things, Texada agreed to purchase from Bengal, and Bengal has agreed to sell to Texada, at the Subscription Price and on the Closing Date (as such term is defined in the Standby Purchase Agreement), such number of Common Shares, if any, that are not purchased upon exercise of the Rights under the Rights Offering up to a maximum of 25,000,000 Common Shares (including any Common Shares acquired pursuant to the exercise of the Basic Subscription Privilege and Additional Subscription Privilege by Texada, Mr. Wheeler and Mr. Wheeler's spouse, Eileen Wheeler ("Mrs. Wheeler")).

Pursuant to the Rights Offering and the Standby Purchase Agreement, Texada, Mr. Wheeler and Mrs. Wheeler, collectively, subscribed for, and were issued on closing of the Rights Offering, 13,201,418 Common Shares.

As at the date hereof, Mr. Wheeler holds 4,183,435 Common Shares directly, while 18,465,897 Common Shares are held by Texada Capital Management Ltd. and 4,242,157 Common Shares are held by Mr. Wheeler's spouse, Eileen Wheeler, for a total of 26,891,489 Common Shares (26.3% of the issued and outstanding Common Shares, on a non-diluted basis).

In addition to the foregoing, Mr. Wheeler also owns, directly or indirectly, 65,000 options ("Options") to purchase Common Shares. Assuming the exercise, in full, of the Options, Mr. Wheeler would own, or have control or direction over 26,956,489 Common Shares (26.4% of the issued and outstanding Common Shares, on a non-diluted basis).

As described in greater detail above, Mr. Wheeler (or entities that Mr. Wheeler owns, directly or indirectly, or has control or direction over, including Texada) acquired an aggregate of 13,201,418 Common Shares under the Rights Offering, inclusive of 3,214,100 Common Shares purchased pursuant to the terms of the Standby Purchase Agreement.

Mr. Wheeler (or entities that Mr. Wheeler owns, directly or indirectly, or controls or directs, including Texada) may, depending on market and other conditions, increase or decrease his ownership of Common Shares or other securities of the Company, whether in the open market, by privately negotiated agreement or otherwise.

This news release amends and supplements the news release issued by Texada on December 30, 2016.

FOR FURTHER INFORMATION OR TO OBTAIN A COPY OF THE EARLY WARNING REPORT FILED IN CONJUNCTION WITH THIS PRESS RELEASE, PLEASE CONTACT:

Texada Capital Management Ltd.
4775 Pilot House Road.
West Vancouver, British Columbia V7W 1J4
Telephone: (778) 227-7223

Contact Information

  • Texada Capital Management Ltd.
    (778) 227-7223