Xcite Energy Limited ("Xcite Energy" or the "Company") - Private Placement of 30,000,000 Units

    




 /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/ 

 TSX-V, LSE-AIM: XEL 

 TORONTO, June 13, 2012 /CNW/ - Xcite Energy announces that it has agreed  a private placement of 30,000,000 units (the "Placing") with Global Resource Funding Partners LLC ("Global Resource"), based in Boston Massachusetts. 

 The financing made available from the Placing will further strengthen  the Company's balance sheet at an important time in the development of  the Bentley field. 

 In addition, the private placement provides for a subscription of  further units by Global Resource by mutual agreement of the parties. 

 Rupert Cole, Chief Financial Officer, commented: 

 "We are very pleased to welcome Global Resource as a shareholder at this  important time for the Company. Against a backdrop of challenging  economic and market conditions, this further strengthens our balance  sheet and provides important flexibility as we move ahead with the  field development work programme towards first oil on Bentley." 

 The Placing 

 The Placing will occur in three stages. The first stage, which closed  today, provides the Company with gross proceeds of £6.43 million  (C$10.28 million) through the issuance of 8,000,000 units (each, a "Unit") at a price of £0.8044 per Unit. 

 Each Unit in the first tranche comprises one ordinary share in the  capital of the Company (a "Share") and one-half of one ordinary share purchase warrant (a "Warrant"). Each whole Warrant issued pursuant to the first tranche of the  Placing is exercisable for one additional Share at 120% of the Unit  price per share for three years from the date of issue. The exercise  price of the Warrants issued in the first stage of the Placing is  approximately £0.97. 

 The completion of the second and third stages of the Placing, which will  comprise 10,000,000 Units and 12,000,000 Units respectively, will be  completed at any time between 20 and 55 business days from the date of  this first stage. 

 The price per Unit of the second and third stages of the Placing will be  equal to a 10% discount to the average of the ten daily volume weighted  average prices ("VWAP") of the Shares on the AIM market of London Stock Exchange plc ("AIM") ending two trading days prior to the closing of the second and third  stage, respectively, and subject to the private placement pricing  parameters of the TSX Venture Exchange . In the event the TSX-V policies on Discounted Market Price affect  the pricing of any tranche of the Placing, the parties have agreed a  mechanism by which the value of subsequent tranches can be adjusted. 

 The Warrants are subject to a forced exercise provision at the Company's  option, provided: 

 (i)     the VWAP per Share on AIM for 15 consecutive trading days on  average is greater than 170% of the applicable exercise price, and; 

 (ii)     the average daily trading volume of the Shares on AIM during  such 15 consecutive trading days is greater than 1,000,000 Shares per  day. 

 If such criteria are met, the Company may require Global Resource to  exercise the Warrants within 10 business days from the date of such  notice or the Warrants will lapse. 

 Additional Information 

 Octagon Capital Corporation ("Octagon") acted as advisor to the Company with respect to the Placing. A fee in  the amount of 4.5% of the gross proceeds of each stage of the Placing  is payable by the Company to Octagon at closing of each of the  respective stages of the Placing. 

 The closing of each stage of the Placing is subject to final acceptance  from the TSX-V. Except in accordance with Canadian securities laws and  with the prior written approval of the TSX-V, the Shares underlying 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 has been made for admission to AIM of the 8,000,000 Shares  underlying the Units issued in the first stage of the Placing ("Admission"), and dealings are expected to commence on 14 June 2012. The Shares  shall rank pari passu in all respects with the Company's existing issued ordinary shares of  no par value. At Admission, Global Resource will hold 3.13% of the  Company's current issued share capital, together with 4,000,000  warrants. 

 Total Voting Rights 

 Following Admission, the Company's enlarged issued share capital will  comprise 255,693,630 Shares with one voting right per share. There are  no shares held in treasury. The total number of voting rights in the  Company is therefore 255,693,630. At Admission there will be a total of  11,947,647 outstanding warrants to subscribe for Shares. 

 This figure of 255,693,630 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 Service 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 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 absent registration or an exemption from  those registration requirements. 

 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. 

 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 Company's annual information form dated October  26, 2010 and in the interim Management's Discussion and Analysis for  Xcite Energy for the three months ended 31 March 2012 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. 

Xcite Energy Limited


CONTACT:  ENQUIRIES:Xcite Energy Limited [phone]Richard SmithChief Executive OfficerRupert ColeChief Financial OfficerOriel Securities (Joint Broker and Nomad)[phone]Emma GriffinPartnerMichael ShawPartnerMorgan Stanley (Joint Broker)[phone]Andrew FosterManaging DirectorPelham Bell Pottinger+44 (0) 207 861 3232Mark AntelmeDirectorHenry LerwillAccount DirectorParadox Public Relations+1 514 341 0408Jean-Francois MeilleurConsultantGlobal Resource Funding Partners LLC+1 617 778 7759Yossi RaucherDirector 


    

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