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EX.A Exceed Energy

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0.00 (0.00%)
Share Name Share Symbol Market Type
Exceed Energy TSXV:EX.A TSX Venture Ordinary Share
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -

WestFire and Exceed Enter Into $45 Million Bought-deal Common Share Offering

02/12/2009 12:37pm

Marketwired Canada


NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.

WestFire Energy Ltd. ("WestFire"), a private oil and gas company with operations
in Alberta and Saskatchewan, and Exceed Energy Inc. ("Exceed" or the "Company")
(TSX VENTURE:EX.A) jointly announce that they have entered into an agreement
with a syndicate of underwriters led by Macquarie Capital Markets Canada Ltd.
and including CIBC World Markets Inc., National Bank Financial Inc., Scotia
Capital Inc., GMP Securities L.P., Raymond James Ltd., Research Capital
Corporation, and Wellington West Capital Markets Inc. (collectively the
"Underwriters"), pursuant to which the Underwriters have agreed to purchase for
resale to the public, on a bought-deal basis, from Exceed an issue of
800,000,000 common shares (the "Common Shares") at a price of $0.0563 per Common
Share for aggregate gross proceeds of approximately $45.0 million (the
"Offering").


The Common Shares issued pursuant to the Offering will ultimately be exchanged
for 0.01 of a WestFire share pursuant to the previously announced Plan of
Arrangement (the "Arrangement") which is anticipated to close on or about
December 18, 2009. The Offering of the Common Shares will comprise a step of the
Arrangement and will be subject to the satisfaction of all of the conditions of
the Arrangement, receipt of all necessary stock exchange and regulatory
approvals, including the conditional approval of the TSX Venture Exchange for
the issuance of the Common Shares pursuant to the Offering and other customary
conditions. The Common Shares issued pursuant to the Offering will be subject to
a four month hold period under applicable securities laws. However, upon
completion of the Arrangement, the WestFire shares issued in exchange for the
Common Shares will not be subject to a hold period. As previously announced,
WestFire has applied to the Toronto Stock Exchange ("TSX") for the listing of
its common shares. The listing of the WestFire shares on the TSX is subject to
WestFire fulfilling all applicable listing requirements.


Assuming the Offering and Arrangement are completed, the net proceeds from the
Offering will be used following the completion of the previously announced
Arrangement to fund WestFire's 2009/2010 development drilling program, general
corporate purposes, and potential corporate and/or asset acquisitions. Closing
of the Offering is expected to occur on or about December 18, 2009.


The securities described herein have not been registered under the U.S.
Securities Act of 1933, as amended, or any State Securities Laws and may not be
offered or sold in the United States or to U.S. persons unless an exemption from
registration is available. This news release does not constitute an offer to
sell or a solicitation of an offer to buy any of the securities described herein
in the United States.


Forward-Looking Information

Certain statements contained in this news release constitute "forward-looking
statements" as such term is used in applicable Canadian securities laws,
including statements concerning the Offering and the Arrangement and the
anticipated timing for closing of each as well as the use of the net proceeds of
the Offering. Any statements that express or involve discussions with respect to
predictions, expectations, beliefs, plans projections, objectives, assumptions
or future events or performance (often, but not always, using words or phrases
such as "expects" or "does not expect", "is expected", "anticipates" or "does
not anticipate", "plans", "estimates" or "intends", or stating that certain
actions, events or results "may", "could", "would", "might" or "will" be taken,
occur or be achieved) are not statements of historical fact and should be viewed
as "forward-looking statements". Such forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company or WestFire to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Although the Company and WestFire
has attempted to identify important factors that could cause actual actions,
events or results to differ materially from those described in forward-looking
statements there may be other factors that cause actions events or results not
to be anticipated, estimated or intended. There can be no assurance that such
statements will prove to be accurate as actual results and future events could
vary or differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on forward-looking
statements contained in this news release.


Forward-looking statements are made based on management's beliefs, estimates and
opinions on the date the statements are made and neither the Company or WestFire
undertakes no obligation to update forward-looking statements and if these
beliefs, estimates and opinions or other circumstances should change, except as
expressly required by applicable law.


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