Base Oil And Gas Ltd. (TSXV:BOG)
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CALGARY, Aug. 31, 2011 /CNW/ --
CALGARY, Aug. 31, 2011 /CNW/ - Base Oil & Gas Ltd. (TSXV: BOG) ("Base"
or the "Company") is pleased to announce that it has completed a
brokered private placement of special warrants and flow-through shares
for total gross proceeds of $16,800,172.50. Including the full exercise
of the agents' over-allotment option, Base issued 51,111,750 special
warrants at a price of $0.27 per special warrant (the "Special
Warrants") and 9,375,000 common shares issued on a flow-through basis
at a price of $0.32 per share (the "Flow-Through Shares"). The
financing syndicate was led by Dundee Securities Ltd. ("Dundee"), and
included Casimir Capital Ltd., Macquarie Capital Markets Canada Ltd.
and NCP Northland Capital Partners Ltd. (collectively the "Agents") The
Agents were paid a cash commission equal to 6% of the total proceeds.
The Special Warrants were issued pursuant to a special warrant indenture
dated August 31, 2011 among the Company, Dundee (on behalf of the
Agents) and Computershare Trust Company of Canada (the "Warrant
Agent"). Each Special Warrant will entitle the holder to acquire one
underlying common share without payment of additional consideration and
all unexercised Special Warrants will be deemed to be exercised at 4:00
p.m. (Calgary time) upon the earlier of (i) the first business day
following the date of issuance of a receipt which evidences receipt, or
deemed receipt, of the (final) prospectus to be filed by the Company
with respect to the distribution of the underlying common shares (the
"Prospectus") by the applicable securities regulator in each of the
provinces of Canada where the Special Warrants are sold; and (ii)
January 1, 2012. The Company will use its reasonable best efforts to
obtain such receipt for the Prospectus by September 2, 2011. In the
event the Company fails to obtain such receipt for the Prospectus by
the deadline, each Special Warrant will entitle the holder to acquire
for no additional cost to, and without further action on the part of,
such holder, an additional 0.1 of a common share of the Company for
each underlying common share to be issued to such holder pursuant to
the Special Warrants held by such holder.
The Flow-Through Shares and Special Warrants issued pursuant to the
private placement are subject to a hold period that expires January 1,
2012. If the Special Warrants are deemed to be exercised as a result of
the Prospectus being filed prior to January 1, 2012, the underlying
common shares which are issued pursuant to the deemed exercise of the
Special Warrants will be freely trading common shares of the Company.
Following closing, but prior to the exercise or deemed exercise of the
Special Warrants, Base has 44,951,880 common shares issued and
outstanding.
Dundee Corporation (the "Subscriber") purchased 37,037,037 Special
Warrants which, after giving effect to the exercise or deemed exercise
of all Special Warrants, will constitute the Subscriber a "control
person" within the meaning of applicable securities laws and the
policies of the TSX Venture Exchange ("TSXV"). The Subscriber also
purchased 6,250,000 Flow-Through Shares. Pursuant to the policies of
the TSXV, the Company was required to seek the approval of shareholders
of the Company for the creation of the new control person. The Company
received such approval prior to the closing of the private placement by
obtaining the written consent of holders of a majority of the common
shares as permitted pursuant to the policies of the TSXV.
Base intends to use $7,800,000 of the net proceeds from the sale of the
Special Warrants to acquire assets (the "Asset Acquisition") as
announced in the Company's press release dated August 14,2011, and as
are further described in the Company's preliminary prospectus dated
August 22, 2011. The Asset Acquisition is expected to close on or about
September 15, 2011. The remaining proceeds are to be used for the
Company's capital expenditure program and general corporate purposes.
If the Asset Acquisition is not completed, the net proceeds from the
issuance of the Special Warrants will be used for development of
opportunities and capital expenditures on the Company's existing
properties, the acquisition of additional properties consistent with
the Company's strategy and for general corporate purposes including
expenses of the offering, general and administrative expenses and
working capital. Gross proceeds from the sale of the flow-through
shares will be used to incur eligible exploration expenditures that
will be renounced to subscribers as Canadian exploration expenses
effective on or before December 31, 2011.
The securities offered 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 applicable exemption
from the registration requirements. This press release shall 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.
About Base Oil & Gas Ltd.
Base is a Calgary-based emerging junior oil and gas company currently
focused on high netback oil production in southern and east central
Alberta.
FORWARD-LOOKING STATEMENTS
Certain information included in this press release constitutes
forward-looking information under applicable securities legislation.
Such forward-looking information is provided for the purpose of
providing information about management's current expectations and plans
relating to the future. Readers are cautioned that reliance on such
information may not be appropriate for other purposes, such as making
investment decisions. Forward-looking information typically contains
statements with words such as "anticipate", "believe", "expect",
"plan", "intend", "estimate", "propose", "project" or similar words
suggesting future outcomes or statements regarding an outlook.
Forward-looking information in this press release may include, but is
not limited to, information with respect to: the proposed name change
and future assignment of a stock symbol. Forward-looking information is
based on a number of factors and assumptions which have been used to
develop such information but which may prove to be incorrect. Although
the Company believes that the expectations reflected in such
forward-looking information is reasonable, undue reliance should not be
placed on forward-looking information because the Company can give no
assurance that such expectations will prove to be correct. In addition
to other factors and assumptions which may be identified in this press
release, assumptions have been made regarding and are implicit in,
among other things: use of proceeds from the private placement, timing
of filing of the Prospectus and the timing of the closing of the Asset
Acquisition. Readers are cautioned that the foregoing list is not
exhaustive of all factors and assumptions which have been used.
Forward-looking information is based on current expectations that
involve a number of uncertainties which could cause actual results to
differ materially from those anticipated by the Company and described
in the forward-looking information.
The forward-looking information contained in this press release is made
as of the date hereof and the Company undertakes no obligation to
update publicly or revise any forward-looking information, whether as a
result of new information, future events or otherwise, unless required
by applicable securities laws. The forward looking information
contained in this press release is expressly qualified by this
cautionary statement.
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.
To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/August2011/31/c7728.html
p Base Oil & Gas Ltd. /p p align="justify" Richard Thompson.br/ President & CEObr/ (403) 384-0000br/ a href="mailto:richardt@baseoilandgas.ca"richardt@baseoilandgas.ca/a /p p align="justify" or /p p align="justify" Roy Evans, C.A.br/ Vice President, Finance & CFObr/ (403) 384-0000br/ a href="mailto:roye@baseoilandgas.ca"roye@baseoilandgas.ca/a /p p align="justify" or visit the Company's website at a href="http://www.baseoilandgas.ca"www.baseoilandgas.ca/a. /p