Nuloch Resources (TSXV:NLR.B)
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TORONTO, Sept. 23 /CNW/ --
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES./
TSX VENTURE SYMBOL: NLR.A, NLR.B
TORONTO, Sept. 23 /CNW/ - NuLoch Resources Inc. ("NuLoch") (www.nuloch.ca)
(TSX VENTURE:NLR.A) (TSX VENTURE:NLR.B) is pleased to announce that, in
connection with its previously announced offering the Company and the
syndicate of underwriters led by Canaccord Genuity Corp. and including
Raymond James Ltd., Wellington West Capital Markets, and Clarus
Securities Inc. (the "Underwriters") have agreed to increase the size of
the financing to $28,100,000 (the "Offering").
The revised terms of the Offering will consist of 16,000,000 Class A
common shares of NuLoch (the "Common Shares") at a price of $1.25 per
Common Share and 5,400,000 Class A common shares of NuLoch to be issued
on a flow-through basis (the "Flow-Through Shares") at a price of $1.50
per Flow Through Share. NuLoch has also granted the Underwriters an
option to purchase an additional 2,400,000 Common Shares at the Common
Shares offering price ("the Over-Allotment Option") for additional gross
proceeds of up to $3,000,000. The Over-Allotment Option is exercisable
in whole or in part at any time up to 30 days following the closing of
the Offering. As a part of their compensation, upon the closing of the
Offering, the Underwriters will be issued compensation options entitling
the Underwriters to subscribe for Common Shares for a period of 9 months
from the closing of the Offering, in an amount equal to 3% of the
aggregate number of Flow-Through Shares and Common Shares issued under
the Offering with an exercise price equal to $1.25. The Common Shares
and Flow-Through Common Shares will be offered in certain provinces of
Canada, except Quebec, by way of short form prospectus and, with respect
to the Common Shares only, by way of private placement in the United
States pursuant to exemptions from the registration requirements
pursuant to Rule 144 and/or Regulation D of the United States Securities
Act of 1933.
The proceeds received by NuLoch from the sale of the Flow-Through Shares
will be used to incur eligible Canadian exploration expenses. The
proceeds received by NuLoch from the sale of the Common Shares will be
used to fund the exploration and development activities of the
Corporation with particular emphasis on development of its properties at
Tableland, Saskatchewan and Divide and Burke counties in North Dakota
and for general corporate purposes. Closing of the Offering is expected
to occur on or about October 14, 2010 and is subject to certain
customary conditions including, but not limited to, the receipt of all
necessary approvals including the approval of the TSX Venture Exchange.
Upon completion of this Offering without giving effect to the
Over-Allotment Option, NuLoch will have approximately 115,526,037 Class
A common shares and 652,500 Class B common shares issued and outstanding.
This press release shall not constitute an offer of Common Shares or
Flow-Through Shares for sale in the United States. This press release
does not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of the securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful. The Common
Shares or Flow-Through Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration.
ADVISORIES
Certain information set forth in this press release contains
forward-looking statements. Specifically, this press release contains
forward-looking statements concerning the anticipated use of proceeds of
the Offering and the anticipated closing of the Offering. The
anticipated closing date assumes that prior to that date, NuLoch will
obtain all necessary regulatory approvals. The anticipated use of
proceeds assumes that the Offering will occur as contemplated and
assumes the existence of certain other conditions with respect to the
capital expenditure program of NuLoch, general economic conditions and
commodity prices. In each case, the risk factors that could cause actual
results to vary from results expressed or implied by the forward looking
statements contained in this press release are primarily events beyond
NuLoch's control that preclude NuLoch from satisfying all applicable
pre-conditions and include the risks that the Offering may not close.
These forward-looking statements may prove to be incorrect and undue
reliance should not be placed on them. These forward-looking statements
are made as of the date hereof and unless otherwise required by
applicable law, NuLoch disclaims any intention or obligation to update
or revise such forward-looking statements, whether as a result of new
information, future events or otherwise.
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.
pNuLoch Resources Inc.br/R. Glenn Dawsonbr/President and CEObr/(403) 920-0455br/(403) 920-0457 (FAX)br/Email: a href="mailto:nuloch@nuloch.ca" cr="true"nuloch@nuloch.ca/a/p pOR/p pNuLoch Resources Inc.br/2200, 444 - 5th Avenue SWbr/Calgary, Alberta T2P 2T8/p