Westcore Energy Ltd.
TSX VENTURE : WTR

March 01, 2011 09:15 ET

Westcore Announces Completion of Financing

CALGARY, ALBERTA--(Marketwire - March 1, 2011) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Westcore Energy Ltd. ("Westcore" or the "Corporation") (TSX VENTURE:WTR) is pleased to announce that it has completed its previously announced offering ("Offering") of units ("Units") and common shares of the Corporation issued as "flow-through shares" ("Flow-Through Shares"). MGI Securities Inc. ("MGI") acted as lead agent of the Corporation in connection with the Offering. A total of 4,518,446 Units and 5,000,000 Flow-Through Shares were issued by the Corporation for aggregate gross proceeds of $5,485,145.30. This included the exercise by MGI of its over-allotment option to purchase an additional $485,145.30 in Units and $1,000,000 in Flow-Through Shares.

Each Unit was issued at a price of $0.55 per Unit and was comprised of one common share in the capital of Westcore (each, a "Common Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder to purchase one additional Common Share at a price of $1.00 per share for a period of 12 months from the closing of the Offering. The Flow-Through Shares were issued at a price of $0.60 per Flow-Through Share.

In connection with the Offering, Westcore paid MGI and its selling group members a cash commission of 8.0% of the gross proceeds of the Offering and issued to MGI and its selling group members a number of purchase warrants (each, an "Agent's Warrant") equal to 8.0 % of the number of Units and Flow-Through Shares sold under the Offering. Each Agent's Warrant entitles the holder to acquire one Common Share at a price of $0.55 per share for a period of 12 months from the closing of the Offering. A work fee was also paid to MGI and satisfied by the issuance to MGI of 50,000 Common Shares at an ascribed price of $0.55 per share.

The net proceeds from this Offering will be used in connection with Westcore's ongoing winter drilling program and its previously announced Coal to Liquids sampling process. In accordance with applicable securities laws, the securities issued under this Offering are subject to a four-month hold period.

Reader Advisory

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities offered will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, but is not limited to, the use of the net proceeds of the offering. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions, governmental regulation, including environmental regulation; unanticipated operating events or performance; failure to obtain industry partner and other third party consents and approvals, if and when required; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; competition for, among other things, capital, skilled personnel and supplies; changes in tax laws; and the other risk factors disclosed under our profile on SEDAR at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Neither the 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

  • Westcore Energy Ltd.
    Paul Conroy
    President and Chief Executive Officer
    (403) 237-6122
    (403) 237-6144 (FAX)