Update: Sintana & Colcan announce a change from a marketed private placement to a bought deal private placement of $11 million
10 Apr, 2012, 08:51 ET
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TORONTO, April 10, 2012 /PRNewswire/ - Sintana Energy Inc. ("Sintana" or the "Corporation") (TSX-V: "SNN") and ColCan Energy Corp. ("ColCan") are pleased to announce that the $11 million best efforts private placement financing of subscription receipts (the "Subscription Receipts") of ColCan, first announced on March 19, 2012, has been revised to a bought deal private placement of Subscription Receipts for gross proceeds of $11 million (the "Offering"). The syndicate of underwriters is co-led by Canaccord Genuity Corp. and Cormark Securities Inc. and includes Casimir Capital Ltd., Clarus Capital Ltd. and GMP Securities L.P. (collectively, the "Underwriters").
Each Subscription Receipt will represent the right to automatically receive one (1) common share (a "ColCan Share") in the capital of ColCan immediately prior to the completion of the business combination between Sintana and ColCan, previously announced on March 13, 2012 (the "Transaction"). On completion of the Transaction, each of the ColCan Shares (including those issuable pursuant to conversion of the Subscription Receipts under the Offering) will be exchanged for one and a half (1.5) common shares ("Sintana Shares") in the capital of Sintana.
As the Subscription Receipts will be issued on a private placement basis, the Subscription Receipts will be subject to an indefinite hold period, which commences from the date of issuance of the Subscription Receipts; however, it is expected that the Sintana Shares issuable in connection with the Transaction (including those issued in connection with the conversion of the Subscription Receipts) will be freely tradable on closing of the Transaction and an application will be made to have the shares listed and posted on the TSX Venture Exchange ("the Exchange"). The net proceeds of the Offering will be used by the combined company ("Amalco") to fund its capital expenditure program in South America and for general corporate purposes.
ColCan has also granted the Underwriters an option, (the "Over-Allotment Option") exercisable in whole or in part, for a period commencing on the closing of the Offering and ending 30 days following the closing date, to purchase up to an additional 13,333,333 Subscription Receipts to cover over-allotments, if any, and for market stabilization purposes, at a price of $0.30 per Subscription Receipt for additional aggregate gross proceeds of up to $4 million. If the Over-Allotment Option is fully exercised, gross proceeds from the Offering will be $15 million.
The Subscription Receipts will be issued pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") to be entered into among ColCan, the Underwriters and Equity Financial Trust Company (the "Escrow Agent") concurrent with the closing of the Offering and the gross proceeds of the Offering will be held in escrow by an Escrow Agent. Each Subscription Receipt will automatically be exchanged, without payment of any additional consideration or further action on the part of the holder thereof, into one (1) ColCan Share upon delivery of a notice to the Escrow Agent that the escrow release conditions have been satisfied, including the receipt of all necessary approvals.
Provided that the notice is delivered to the Escrow Agent pursuant to the terms of the Subscription Receipt Agreement, the net proceeds of the Offering shall be released from escrow to Amalco. If the notice is not provided to the Escrow Agent, the definitive agreement between Sintana and ColCan is terminated, Sintana or Colcan advises the Underwriters or announces to the public that it does not intend to proceed with the Transaction or the Transaction does not close by July 31, 2012, each Subscription Receipt shall be cancelled and each holder of Subscription Receipts shall be entitled to receive its escrowed funds, plus any interest earned thereon from the Escrow Agent.
Closing of the Offering is expected to occur on or before April 24, 2012, and is subject to receipt of all necessary regulatory approvals.
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.
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 press release.
Forward-Looking Statements and Information: The forward-looking statements contained in this press release are based on certain key expectations and assumptions made by either Sintana or ColCan, including with respect to the use of proceeds of the Offering and the issuance of Sintana Shares, including those issuable in connection with the Transaction, expectations and assumptions concerning receipt and timing of receipt of required regulatory approvals, including the Exchange, and third party consents and the satisfaction of other conditions to the completion of the Offering and the listing of said securities.
Although Sintana and ColCan believe 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 Sintana and ColCan 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 obtain necessary regulatory or shareholder approvals, including the Exchange, or the failure satisfy the conditions to closing the Offering, risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures, the uncertainty of reserve estimates, the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), commodity price and exchange rate fluctuations and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures. Certain of these risks are set out in more detail in Sintana's Management Discussion and Analysis which has been filed on SEDAR and can be accessed at www.sedar.com.
The forward-looking statements contained in this document are made as of the date hereof and Sintana and ColCan undertake no 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.
Completion of the Transaction is subject to a number of conditions, including the approval of the Exchange and the receipt of all applicable shareholder approvals. The Transaction cannot close until all required regulatory and shareholder approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in any management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Sintana should be considered highly speculative. The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
SOURCE Sintana Energy Inc.
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