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BWD Lgx Oil And Gas, Inc.

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Share Name Share Symbol Market Type
Lgx Oil And Gas, Inc. TSXV:BWD 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 -

Bowood Energy Inc. Announces Private Placement and Provides Rights Offering Update

12/07/2012 1:17pm

Marketwired Canada


NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAW. 


Bowood Energy Inc. (TSX VENTURE:BWD) ("Bowood") is pleased to announce that it
has entered into an agreement with a syndicate of agents co-led by GMP
Securities L.P., Macquarie Capital Markets Canada Ltd. and FirstEnergy Capital
Corp. (the "Syndicate") providing for a private placement for gross proceeds of
up to $6.0 million (the "Financing"). Bowood is also pleased to provide an
update concerning its previously announced rights offering (the "Rights
Offering").


Financing

Pursuant to the Financing, the Syndicate will offer, on a commercially
reasonable efforts private placement basis, up to 120,000,000 units of Bowood
("Units") at a price of $0.05 per Unit for total gross proceeds of up to $6.0
million. Each Unit will consist of one common share ("Common Share") and one
warrant to purchase one Common Share at a price of $0.065 per Common Share for a
period of three years. There is no minimum subscription amount under the
Financing. Directors and officers of Bowood may participate as subscribers in
the Financing in amounts to be determined. Securities issued pursuant to the
Financing will be subject to a four month hold period. 


Closing of the Financing is subject to customary conditions and regulatory
approvals, including the approval of the TSX Venture Exchange (the "TSXV").
Closing is expected to occur on or about July 27, 2012 and, in any event, will
occur following the record date for the Rights Offering such that subscribers
under the Financing will not be entitled to rights pursuant to the Rights
Offering. 


The net proceeds of the Financing will be used to reduce outstanding
indebtedness under Bowood's credit facility, which may be subsequently redrawn
to fund capital expenditures and for general corporate purposes. 


Rights Offering

Bowood intends to proceed with the Rights Offering as soon as it receives all
required regulatory approvals, including the approval of the TSXV. Once in
receipt of such approvals, Bowood will issue a further press release announcing
the record date (the "Record Date") and the expiry date (the "Expiry Date") for
the Rights Offering. 


Although Bowood previously announced that the anticipated exercise price per
Common Share pursuant to the Rights Offering would be $0.12, Bowood will
proceed, subject to regulatory approval, with a reduced exercise price of $0.05
per Common Share to reflect current market conditions and the offering price
under the Financing.


Pursuant to the Rights Offering, each holder of a Common Share on the Record
Date will receive one transferable right (a "Right") for every Common Share
held. Every ten (10) Rights will entitle the holder to purchase one Common Share
at a price of $0.05 per Share until the Rights expire at 4 p.m. (Calgary time)
on the Expiry Date. The Rights Offering will include an additional subscription
privilege under which holders of Rights who fully exercise their Rights will be
entitled to subscribe for additional Common Shares, if available, that were not
otherwise subscribed for in the Rights Offering. There will be no standby
guarantee.


Legacy Oil + Gas Inc. has agreed not to participate in the Rights Offering with
respect to the 200,000,000 Common Shares that it acquired on July 5, 2012 and
will not be entitled to exercise, sell or convey any Rights. Accordingly, a
maximum of approximately 27,497,337 Common Shares will be issued pursuant to the
Rights Offering for aggregate gross proceeds of approximately $1.375 million.
Bowood will use the proceeds of the Rights Offering for general corporate
purposes.


Name Change and Consolidation

Subject to the approval of the TSXV, Bowood intends to change its name to LGX
Oil + Gas Inc. and complete a consolidation of its Common Shares on a 20 to 1
basis as soon as practicable following the Expiry Date under the Rights
Offering.


Conference Call

Bowood will conduct an investor conference call to discuss the corporate
strategy, Financing and Rights Offering. Bowood will issue a further press
release announcing the time and dial-in particulars for the conference call.


Caution Respecting Forward-Looking Statements

This press release contains forward-looking statements. More particularly, this
press release contains forward-looking statements concerning the anticipated
closing date of the Financing, the anticipated terms and timing of the Rights
Offering, the anticipated use of proceeds from the Financing and Rights
Offering, and the anticipated completion of the proposed name change and share
consolidation.


The forward-looking statements are based on certain key expectations and
assumptions, including the receipt of all required regulatory approvals on a
timely basis. Although it is believed that the expectations and assumptions on
which the forward-looking statements are based are reasonable, undue reliance
should not be placed on the forward-looking statements because Bowood can give
no assurance that they will prove to be correct. Since forward-looking
statements address future events and conditions, by their very nature they
involve inherent risks and uncertainties. Actual results could differ materially
from those currently anticipated due to a number of factors and risks. These
include, but are not limited to, the failure to receive all required regulatory
approvals on a timely basis or at all. 


The forward-looking statements contained in this press release are made as of
the date hereof and Bowood does not undertake any obligation to update publicly
or revise any forward-looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by applicable
securities laws.


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