Serinus Energy Inc. (“Serinus”, “SEN” or the “Company”) (TSX:SEN, WSE:SEN) is pleased to announce that it has filed a preliminary short-form prospectus, dated and filed on January 9, 2017, in the provinces of Canada other than Québec (the “Qualifying Provinces”) in connection with a marketed offering (the “Offering”) of common shares in the capital of the Company (the “Offered Shares”) for aggregate gross proceeds of C$25.2 million (the “Total Offering”). The Offering will be led by GMP FirstEnergy (the “Agent”) on a “commercially reasonable efforts” agency basis.
The Company’s major shareholder Kulczyk Investments S.A. (“KI”) currently owns 39,909,606 common shares representing approximately 50.76% of the Company’s outstanding common shares. KI has advised the Company that it will be purchasing, either directly or indirectly through its affiliates, $12,790,574 of the Offering to maintain its 50.76% ownership position. Such participation would be considered a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The transaction will be exempt from the formal valuation and minority shareholder approval requirements under MI 61-101.
The net proceeds of the Offering will be used by the Company to fund the development of the Moftinu Gas Plant and pre-work for the 2018 drilling program in the Satu Mare Concession in Romania, production enhancement in the Sabria block in Tunisia, and for general corporate purposes.
The Offering is subject to customary conditions and the receipt of required regulatory approvals, including the approval of the Toronto Stock Exchange, and the entering into by the Company and the Agent of an agency agreement. The Offered Shares will be offered in all of the Qualifying Provinces and on a private placement basis in the United States, the United Kingdom, Switzerland, and Europe and in such other jurisdictions as the Company and the Agent may agree.
The Offering will not be completed unless the Total Offering is raised.
A preliminary short-form prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in each of the Qualifying Provinces. The preliminary short-form prospectus is still subject to completion or amendment. Copies of the preliminary short-form prospectus and documents incorporated therein can be obtained by contacting GMP Securities L.P. Attn: Equity Capital Markets, 145 King St. W., Suite 300, Toronto, ON M5H 1J8 or the Secretary of Serinus by sending a written request to 1500, 700-4th Ave. SW, Calgary, Alberta, T2P 3J4 (Telephone: (403) 264-8877), and are available electronically under Company’s issuer profile on SEDAR at www.sedar.com. There will not be any sale or acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.
Serinus is an international upstream oil and gas exploration and production company that owns and operates projects in Tunisia and Romania.
For further information, please refer to the Serinus website (www.serinusenergy.com) or contact the following:
|Serinus Energy Inc.
Chief Executive Officer
|Serinus Energy Inc.
Chief Financial Officer
|Serinus Energy Inc.
Director, External Relations
Translation: This news release has been translated into Polish from the English original.
Caution Regarding Forward-Looking Statements
This release contains forward-looking information including statements regarding the Offering and the use of proceeds therefrom and the timing thereof. The use of any of the words “target”, “plans”, “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. Such forward-looking information is based on management’s expectations and assumptions, including that the Company will obtain the necessary regulatory approvals, including the approval of the Toronto Stock Exchange, the Company and Agent will enter into an agency agreement and the other conditions to closing the Offering will be satisfied, the Company’s projected capital investment levels, the flexibility of capital spending plans and the associated source(s) of funding, and the ability of the Company’s drilling program to enhance production. Forward-looking information involves significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: any of the assumptions on which such forward-looking information is based vary or prove to be invalid, including that the Company will be unable to obtain the necessary regulatory approvals, including the approval of the Toronto Stock Exchange, the Company and the Agent will not enter into an agency agreement and the other conditions to closing the Offering will not be satisfied in a timely manner or at all, the availability of certain equipment and services and the Company’s access to such equipment and services, political, social, fiscal, legal and economic risks in the countries in which the Company operates, partner or counter-party risk, geological, technical, drilling and processing problems and the other risks identified in the Company’s most recent Annual Information Form under the “Risk Factors” section, the Company’s most recent management’s discussion and analysis and the Company’s other public disclosure, available under the Company’s profile on SEDAR at www.sedar.com. Although the Company has attempted to take into account important factors that could cause actual costs or results to differ materially, there may be other factors that cause actual results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The forward-looking information included in this release is expressly qualified in its entirety by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.
THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES, OR IN SWITZERLAND, OR IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE “RELEVANT MEMBER STATE”). THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
The securities offered under the Offering have not been and will not be subject to a public offering as defined in Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on prospectuses to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC, as amended (the “Prospectus Directive”) and as implemented in member states, including Poland.
For the purposes of this document, the expression “a public offering” in relation to any securities in any Relevant Member State means a communication to a number of persons/entities not lesser than specified in such Relevant Member State’s legislation (e.g. in Poland to at least 150 persons or to an unspecified addressee), or to an unspecified addressee if the Relevant Member State has implemented the relevant provision of Directive 2010/73/EU of the European Parliament and the Council amending the Prospectus Directive, in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe to these securities as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State.