CALGARY, AB--(Marketwired - December 29, 2015) -
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Stonehaven Exploration Ltd. ("Stonehaven" or the "Company") (TSX VENTURE: SE) reports that the Company has closed its previously announced non-brokered private placement offering through the issuance of 3,642,530 common shares of the Company ("Common Shares") issued on a "flow-through" basis (the "Flow-Through Shares") at a price of $0.58 per Flow-Through Share (the "FT Offering") and 550,000 non-flow-through units of the Company ("Units") at a price of $0.50 per Unit (the "Unit Offering" and collectively with the FT Offering, the "Offerings"), resulting in aggregate gross proceeds of $2,387,667.40.
Each Unit consists of one Common Share and one-half of one Common Share purchase warrant of the Company ("Warrant"). Each whole Warrant entitles the holder, on exercise, to acquire one Common Share for a period of 12 months at a price of $0.60 during the first six months, and at a price of $0.70 during the following six months.
The gross proceeds of the Flow-Through Shares will be used by the Company to incur eligible Canadian exploration expenses ("Qualifying Expenditures") prior to December 31, 2016. The Company will renounce the Qualifying Expenditures to subscribers of the Flow-Through Shares for the fiscal year ended December 31, 2015.
It is anticipated that the proceeds of the Unit Offering (after deduction of costs of fees incurred) will be used for general working capital purposes. Although the Company intends to use the proceeds of the Unit Offering as described above, the actual allocation of proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or opportunities.
The Flow-Through Shares and securities comprising the Units issued pursuant to the Offerings will be subject to hold period expiring April 30, 2016. In connection with the Offerings, the Company paid a finder's fee to Canaccord Genuity Corp. and Industrial Alliance Securities Inc., each an arm's length eligible person, consisting of a cash payment in the aggregate amount of $51,464.56.
In connection with the Offering, 876,055 Flow-Through Shares and 250,000 Units were issued to certain directors and officers of the Company. The participation of directors and officers in the Offering constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying upon exemptions from the formal valuation and minority approval requirements of MI 61-101 based on a determination that the fair market value of the Offering, insofar as it involves related parties, does not exceed 25% of the market capitalization of the Company. The Company was not in a position to file a material change report more than 21 days in advance of the closing of the Offering as the participation of the related parties was not confirmed at that time.
The Company may choose to issue additional Units and Flow-Through Shares as part of the Offerings up to the maximum amount announced in its previous press release.
All amounts in Canadian dollars unless otherwise specified.
This news release contains certain information and statements which constitute forward-looking information or statements ("forward-looking statements") within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking statements. In particular, but without limiting the foregoing, this news release contains statements concerning the use of proceeds of the Offerings and possible future closings.
The forward-looking statements contained in this document are based on certain key expectations and assumptions made by Stonehaven, including expectations and assumptions concerning expectations and assumptions concerning the success of future drilling activities.
Forward-looking statements have been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including, without limitation: the receipt of all regulatory approvals for the Offerings; volatility in the market prices for oil and natural gas; liabilities inherent in oil and natural gas operations; fluctuations in foreign exchange or interest rates; health, safety and environmental risks; stock market volatility; global economic events or conditions; certain other risks detailed in Stonehaven's public disclosure documents; and other factors, many of which are beyond the control of the Company. We caution that the forgoing list of risks and uncertainties is not exhaustive. Additional information regarding some of these risks, expectations or assumptions and other factors may be found under in the Company's Annual Information Form for the year ended December 31, 2014 and the Company's Management's Discussion and Analysis prepared for the year ended December 31, 2014.
The reader is cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof and Stonehaven undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. This news release is not an offer for sale within the United States of any Flow-Through Shares or Units or other securities of Stonehaven. Any offering of securities of Stonehaven will not be registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration under U.S. securities laws or an applicable exemption from registration under such laws. These securities may not be sold in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
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