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VIK

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Share Name Share Symbol Market Type
TSXV:VIK TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Petro Viking Announces Up to $25,000,000 Subscripton Receipts Offering

18/04/2012 2:11pm

Marketwired Canada


NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE,
PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR
IN PART, IN OR INTO THE UNITED STATES


Petro Viking Energy Inc. (TSX VENTURE:VIK) (the "Company") wishes to announce
the signing of a letter of engagement with Jennings Capital Inc. ("Jennings")
acting as lead agent to raise up to $25 million through a brokered private
placement (the "Offering"). The Offering will be undertaken by a syndicate of
agents (the "Agents"), the details of which will be announced shortly. 


The Offering will proceed on a reasonable commercial efforts basis in connection
with the issuance of non-transferable subscription receipts at a price to be
determined in the context of the market, for gross proceeds of a minimum of
$15,000,000 to a maximum of $25,000,000. Each subscription receipt will entitle
the holder thereof to receive, without additional payment, one common share of
the Company. 


The Company intends to use the net proceeds of the Offering to finance the cash
component of the consideration payable by the Company for its previously
announced acquisition of 100 per cent of the issued and outstanding shares of
Grisham Assets Corp. ("Grisham"), a seismic program, and for general corporate
purposes. Grisham is a private company incorporated under the laws of the
British Virgin Islands whose principal asset is an 80-per-cent interest in
blocks 1810 and 1710 and an agreement to acquire an 80% interest in block 2913B
offshore the coast of Namibia, Africa, covering a total area of more than 20,000
square kilometres. The Ministry of Mines and Energy of the Republic of Namibia
has issued a petroleum exploration license on blocks 1710 and 1810, and a
license is pending on block 2913B, which is expected to be granted prior to
closing. For further details on the Grisham transaction, see the Company's news
release dated March 20, 2012. 


The Company's President and CEO, Giovanni DeFrancesco, said "We are extremely
pleased to have Jennings leading this financing. This financing will give the
Company the funds to complete the acquisition of Grisham and to allow sufficient
working capital to initiate an immediate seismic program." 


Each subscription receipt issued in connection with the Offering will be deemed
to be exercised, without payment of any additional consideration and without
further action on the part of the holder thereof, for one common share on the
escrow release date (as defined below) following satisfaction or waiver of the
escrow release conditions, which will include, among other things, (i)
satisfaction or waiver of all conditions to the completion of the Grisham
transaction (other than payment of the purchase price therefor), and (ii) the
Company's receipt of the necessary regulatory and other material approvals in
connection with the Grisham transaction, including certain Namibian regulatory
approvals. The gross proceeds of the Offering, less the Agents' costs and
expenses payable by the Company on the closing date, will be held in escrow by
an escrow agent until such date which is two business days following the
delivery of a joint notice by the Company and Jennings to the escrow agent
confirming that the escrow release conditions have been satisfied. Subject to
extension (if applicable), if the escrow release conditions are not satisfied
prior to 5 p.m. (Calgary time) on the date that is 60 days from the date the
gross proceeds from the Offering are delivered to the escrow agent, the escrow
agent will return to each holder of subscription receipts the aggregate Offering
price paid by that holder together with accrued interest earned thereon less any
applicable withholding tax. Subject to certain conditions and abridgements, the
Company may extend the escrow deadline for an initial period of two months, if
any or all of the escrow release conditions cannot be satisfied or waived before
the escrow deadline solely because the Namibia regulatory approvals are not
received before the escrow deadline. 


As compensation for acting as agent under the Offering, Jennings and the Agents
will receive a cash commission equal to 6 per cent of the gross proceeds from
the Offering, to be paid on the escrow release date, and compensation options
entitling Jennings and the Agents to acquire that number of common shares of the
Company equal to 6 per cent of the aggregate number of subscription receipts
sold pursuant to the Offering, exercisable for a period of 24 months from the
date of issue thereof at an exercise price equal to the Offering price
hereunder. The compensation options will not be exercisable until the earlier of
(i) four months and one day after the closing date and (ii) the escrow release
date. 


All securities issued in connection with the Offering will be issued under
exemptions from the prospectus requirement and will be subject to a statutory
hold period of four months and a day from the date of issuance. 


The Offering is subject to certain conditions including, but not limited to, the
receipt of all necessary approvals, which include, but are not limited to, the
approval of the TSX Venture Exchange. 


The Subscription Receipts and the underlying securities have not been registered
under the U.S. Securities Act of 1933, as amended, and may not be offered or
sold in the United States unless registered under the Act or unless an exemption
from registration is available.


About Petro Viking

Petro Viking is a Calgary, Alberta based junior oil and gas Company focused on
exploration for crude oil in western Canada. Petro Viking entered into an
agreement dated March 19, 2012 to acquire 100% of the issued and outstanding
shares of Grisham, which has an interest in three prospective offshore Namibia
blocks. The development of these blocks will be led by an experienced and
qualified technical team with strong relationships in Namibia. 


The TSX-V has in no way passed upon the merits of the proposed transaction and
has neither approved nor disapproved the contents of this press release. 


Except for historical information contained herein, this news release contains
forward-looking statements that involve risks and uncertainties, including but
not limited to the fact that the Company has not closed the acquisition of the
private Company, as referred to in its press release dated March 20, 2012.
Actual results may differ materially. The Company will not update these
forward-looking statements to reflect events or circumstances after the date
hereof. More detailed information about potential factors that could affect
financial results is included in the documents filed from time to time with the
Canadian securities regulatory authorities by the Company.


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