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Sabretooth Energy Ltd. announces closing of $46 million subscription receipt offering
Thursday, June 18, 2009 11:21 AM


/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES/

CALGARY, June 18 /CNW/ - Sabretooth Energy Ltd. ("Sabretooth" or the "Company") (TSX: SAB) announced today that it has completed the previously announced offering of 53,590,000 subscription receipts ("Subscription Receipts") of the Company at a price of $0.86 per Subscription Receipt for gross proceeds of $46,087,400. The financing was completed by a syndicate of underwriters which was led by Cormark Securities Inc. and included Macquarie Capital Markets Canada Ltd., FirstEnergy Capital Corp., National Bank Financial Inc., Tristone Capital Inc. and GMP Securities L.P. (collectively, the "Underwriters"). The gross proceeds of the offering include an additional $6,011,400 as a result of the exercise, in full, of the option granted to the Underwriters in connection with the offering.

The gross proceeds of the offering are being held in escrow and will be released to the Company, if, at or before 5:00 p.m. (Calgary time) on August 31, 2009, certain conditions are satisfied, including the satisfaction or waiver of all conditions precedent to the reorganization agreement with Cequence Energy Ltd. and the completion of the transactions contemplated therein, Sabretooth's previously announced rights offering being priced at or greater than $0.35 per share and not greater than $0.37 per share and the receipt of shareholder and regulatory approvals. Upon release of the escrowed funds to the Company, each Subscription Receipt will be converted into one common share of Sabretooth (a "Common Share") without additional payment or future action.

The Company has agreed to use its best efforts to qualify the distribution of the Common Shares issuable pursuant to the Subscription Receipts by a final short form prospectus. If the Company does not receive a receipt for such final short form prospectus dated on or before the date of the completion of the reorganization transaction with Cequence Energy Ltd., the Common Shares issuable pursuant to the Subscription Receipts will remain subject to a hold period that will expire on October 19, 2009 and holders of the Subscription Receipts will be entitled to receive an additional 0.1 of a Common Share per Subscription Receipt held (such that holders will receive an aggregate of 1.1 Common Shares per Subscription Receipt) without additional consideration or further action on the part of the holders thereof.

Holders of Subscription Receipts will not be shareholders of Sabretooth as of the record date to be established in connection with the Company's previously announced rights offering and as a result, will not be entitled to participate in such rights offering.

ADVISORY: This press release contains forward looking statements which include statements concerning the offering and certain other contemplated transactions involving Sabretooth. Although Sabretooth believes that the expectations reflected in these forward looking statements are reasonable, undue reliance should not be placed on them because Sabretooth 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. The issuance of Common Shares pursuant to the Subscription Receipts and the release of the escrowed proceeds of the offering to Sabretooth could be delayed or may not occur at all if Sabretooth is not able to obtain the necessary shareholder, stock exchange and other regulatory approvals on the timelines it has planned.

The forward looking statements contained in this press release are made as of the date hereof and Sabretooth undertakes no obligations 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.

This news release is not for dissemination in the United States or to any United States news services. The Subscription Receipts and the Common Shares 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 in the United States or to any U.S. person except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

The Toronto Stock Exchange has neither approved nor disapproved the contents of this press release.

(Source: CNW )


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