SOURCE: Xcite Energy Limited

December 17, 2013 02:00 ET

Xcite Energy- Re-financing of Unsecured Loan Notes

ABERDEENSHIRE, UNITED KINGDOM--(Marketwired - Dec 17, 2013) -

 Xcite Energy
(TSX Venture: XEL) (LSE: XEL) (AIM: XEL)

     NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
    DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO
      DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
                    REGULATIONS OF SUCH JURISDICTION

                           LSE-AIM, TSX-V: XEL




17 December 2013



                           Xcite Energy Limited

                    ("Xcite Energy" or the "Company")

                   Re-financing of Unsecured Loan Notes


Xcite Energy has agreed to issue new 12.5% unsecured loan notes (the"Loan
Notes") in the aggregate principal amount of US$80 million on a
private placement basis, in order to repay its outstanding 14%
unsecured loan notes, currently valued at approximately US$72 million
aggregate principal amount (including payment-in-kind interest
accrued), with the balance of proceeds to be used for general corporate
purposes. The issuance of Loan Notes is expected to close on, or
about, 30 December 2013. The Loan Notes will be purchased by several
investors, including funds managed by West Face Capital Inc
(the"Investors").

The Loan Notes will be issued at a 2% discount, have an initial term of
360 days and may be extended by the Company for an additional 360 days,
subject to unanimous noteholder consent. The coupon of 12.5% on the
Loan Notes is payable quarterly in arrears in cash.

The noteholders are entitled to a termination payment of 1% of the
aggregate principal amount of the Loan Notes to be issued at closing,
which is payable at the earlier of full repayment of the Loan Notes or
the maturity date. In all other material respects, the terms of the
Loan Notes remain consistent with the terms of the Company's existing
14% unsecured loan notes being repaid.

At closing, the Investors will also subscribe for a total of 1,000,000
units (consisting of one ordinary share in the capital of the Company
(a "Share") and one ordinary share purchase warrant (a "Warrant"),
together the "Units") on a private placement basis at a subscription
price of GBP0.98 (equivalent to US$1.60) per Unit, (being the 10 day
trailing volume weighted average price per Share on AIM), resulting in
approximately GBP0.98 million (US$1.6 million) of additional proceeds
payable to the Company (the "Private Placement"). Each Warrant will be
exercisable for one additional Share at an exercise price of GBP0.98 per
Share for a period of three years from the closing date.

Additional Information

The closing of the Private Placement is subject to final acceptance
from the TSX-V. Except in accordance with Canadian securities laws,
the Shares forming part of the Units and the Shares issuable upon
exercise of the Warrants may not be sold or otherwise traded on or
through the facilities of the TSX-V or otherwise in Canada or to or for
the benefit of a Canadian resident until the date that is four months
and one day from the date of issue.

Application will be made for admission to the AIM of the 1,000,000
Shares forming part of the Units ("Admission"), and dealings are
expected to commence on 30 December 2013. The Shares will rankpari
passuin all respects with the Company's existing issued ordinary
shares of no par value.

Pareto Securities AS acted as Bookrunner to the Company with respect to
the issuance of the Loan Notes and the Private Placement, and will be
paid a fee of approximately $0.5 million.

Total Voting Rights

Following Admission, the Company's enlarged issued share capital will
comprise 292,811,000 Shares with one voting right per Share. There are
no Shares held in treasury. The total number of voting rights in the
Company following Admission will therefore be 292,811,000. At
Admission there will be a total of 17,250,000 outstanding warrants and
25,652,000 outstanding options to subscribe for Shares.

This figure of 292,811,000 Shares may be used by shareholders in the
Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change
in their interest in, the share capital of the Company under the
Financial Conduct Authority's Disclosure and Transparency Rules.

This press release shall not constitute an offer for sale of the
securities referenced herein in the United States. The securities
offered have not been and will not be registered under theU.S.
Securities Act of 1933, as amended, or any state securities laws and
may not be offered or sold in the United States absent registration or
an exemption from those registration requirements.


ENQUIRIES:
Xcite Energy Limited                           +44 (0) 1483 549 063
Rupert Cole / Andrew Fairclough
Liberum Capital Limited (Joint Broker and      +44 (0) 203 100 2000
Nominated Adviser)
Clayton Bush / Tim Graham
Morgan Stanley (Joint Broker)                  +44 (0) 207 425 8000
Andrew Foster
Pelham Bell Pottinger                          +44 (0) 207 861 3232
Mark Antelme / Henry Lerwill
Paradox Public Relations                       +1 514 341 0408
Jean-Francois Meilleur

Forward-Looking Statements

Certain statements contained in this announcement constitute
forward-looking information within the meaning of securities laws.
Forward-looking information may relate to the Company's future outlook
and anticipated events or results and, in some cases, can be identified
by terminology such as "may", "will", "should", "expect",
"plan","anticipate", "believe", "intend", "estimate", "predict",
"target","potential", "continue" or other similar expressions concerning
matters
that are not historical facts. These statements are based on certain
factors and assumptions including expected growth, results of
operations, performance and business prospects and opportunities. While
the Company considers these assumptions to be reasonable based on
information currently available to us, they may prove to be incorrect.
Forward-looking information is also subject to certain factors,
including risks and uncertainties that could cause actual results to
differ materially from what we currently expect. These factors include
risks associated with the oil and gas industry (including operational
risks in exploration and development and uncertainties of estimates oil
and gas potential properties), the risk of commodity price and foreign
exchange rate fluctuations and the ability of Xcite Energy to secure
financing. Additional information identifying risks and uncertainties
are contained in the annual Management's Discussion and Analysis for
Xcite Energy dated 25 March 2013 filed with the Canadian securities
regulatory authorities and available at  www.sedar.com . The Company
disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or otherwise, except as required under applicable
securities regulations.

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



                    This information is provided by RNS
          The company news service from the London Stock Exchange

END

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