/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR
DISSEMINATION IN THE UNITED
STATES./
CALGARY, Aug. 22, 2014 /CNW/ - Petrowest Corporation (the
"Company") (TSX:PRW) is pleased to announce the
following:
Bought Deal Financing
Petrowest has entered into an agreement with a
syndicate of underwriters led by Beacon Securities Limited
(collectively, the "Underwriters"), which have agreed to
purchase, on a "bought deal" basis 16,000,000 class A common shares
(the "Common Shares") of the Company at a price of
$1.25 per Common Share, for aggregate
gross proceeds of $20 million.
The Company has also granted the Underwriters an over-allotment
option, exercisable by the Underwriters in whole or in part at any
time on or up to 30 days after the closing of the offering, to
purchase up to an additional 2,400,000 Common Shares. In the event
that the option is exercised in its entirety, the aggregate gross
proceeds of the offering will be $23.0
million.
The Company plans to use the net proceeds from
the offering for repayment of corporate indebtedness, capital
expenditures and for general corporate and working capital
purposes, including to fund growth, which may include the
acquisitions described in this press release.
The offering is scheduled to close on or about
September 16, 2014 and is subject to
certain conditions including, but not limited to, the receipt of
all necessary approvals including the approval of the Toronto Stock
Exchange and the securities regulatory authorities.
The Common Shares will be offered by way of a
short form prospectus to be filed in certain of the provinces of
Canada pursuant to National
Instrument 44-101 Short Form Prospectus Distributions and in
the United States on a private
placement basis pursuant to an exemption from the registration
requirements of the United States
Securities Act of 1933, as amended.
Agreement to Acquire Trans Carrier Ltd. and Related
Companies
Petrowest has entered into a binding agreement
to purchase all the shares of Trans Carrier Ltd., a private company
based in Fort St. John, British
Columbia, in the business of transporting service rigs, test
equipment, plant site maintenance equipment and construction
equipment, hauling contaminated soil and hazardous waste and
crushing gravel in the western provinces of Canada and in the Northwest and Yukon territories. A condition to the
acquisition is that Petrowest also agrees to acquire Trans Carrier
Rentals Ltd., a related company that rents out oilfield equipment
in the same geographic areas.
The aggregate purchase price for Trans Carrier
Ltd. and Trans Carrier Rentals Ltd. is $11.5
million plus the assumption of approximately $6.0 million of debt. The purchase price is to be
paid with approximately $5.8 million
in cash and the issuance of approximately 6.0 million Common Shares
having a value of approximately $5.7
million (based on a price per share of $0.95). The assumed debt is based on outstanding
obligations at December 31, 2013.
Closing is expected to occur on or before September 30, 2014, subject to customary closing
conditions including financing.
The services provided by the Trans Carrier
businesses will complement the services currently provided by
Petrowest in northeastern British
Columbia. Petrowest intends to retain senior management of
the Trans Carrier businesses, Tyler
Kosick and Michael
Kosick.
Agreement to Acquire CJM Trucking Ltd.
Petrowest has also entered into a binding
agreement to purchase all the shares of CJM Trucking Ltd. for the
purchase price of $5.1 million plus
the assumption of approximately $4.3
million of debt. The purchase price is to be paid with
approximately $2.55 million in cash
and the issuance of approximately 2.22 million Common Shares having
a value of approximately $2.55
million (based on a price per share of $1.15). Closing is expected to occur on or before
October 1, 2014, subject to customary
closing conditions including financing.
CJM Trucking Ltd. is a Fort Saskatchewan, Alberta-based private
company providing heavy haul, oversized load and equipment hauling
and equipment rentals in Western
Canada and in the United
States. The acquisition of CJM is expected to increase
Petrowest's geographic reach for heavy hauling while adding an
experienced management team, led by Cliff
Moulaison and Jacquie Rocque,
to the Petrowest group.
In commenting on the two acquisitions,
Petrowest's President and Chief Executive Officer, Rick Quigley, stated: "the acquisition of both
CJM Trucking and the Trans Carrier businesses is going to provide a
number of synergies to Petrowest while increasing our service
offerings, expanding our geographic presence and strengthening our
team of experienced operators."
This press release is not an offer or a
solicitation of an offer of securities for sale in the United States. The Common Shares
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 an applicable exemption from registration.
FORWARD-LOOKING INFORMATION
Certain of the statements made and information
contained herein, including the use of proceeds of the bought deal
financing, the time required for closing the proposed acquisitions
and the expected benefits of the acquisitions, is "forward-looking
information" within the meaning of applicable Canadian securities
legislation or "forward-looking statements" within the meaning of
the Securities Exchange Act of 1934 of the United States. Generally, these
forward-looking statements or information can be identified by the
use of forward-looking terminology such as "plans", "expects" or
"does not expect", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or state that certain actions, events or results "may", "could",
"would", "might" or "will be taken", "occur" or "be
achieved". Forward-looking statements are subject to a
variety of risks and uncertainties which could cause actual events
or results to differ from those reflected in the forward-looking
statements, including, without limitation, risks and uncertainties
relating to the volatility of industry conditions (levels of
industry activity), the inherent uncertainty of operations and cost
estimates and the potential for unexpected costs and expenses, the
seasonality of operations, price fluctuations; uncertain political
and economic environments; changes in laws or policies, delays or
the inability to obtain necessary governmental permits; and other
risks and uncertainties, including those described under risk
factors in the Company's current Annual Information Form and
management discussion and analysis. Should one or more of these
risks and uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those described in forward-looking statements. The
forward-looking information contained herein is presently for the
purpose of assisting investors in understanding the Company's plans
and objectives and may not be appropriate for other purposes.
Accordingly, readers are advised not to place undue reliance on
forward-looking statements.
ABOUT PETROWEST
Petrowest is an Alberta corporation involved in pre-drilling
and post-completion energy services as well as industrial and civil
infrastructure projects, gravel crushing and hauling for non-energy
sector customers. Petrowest's primary operations are based in
the Grande Prairie area of
northern Alberta and in
northeastern British Columbia.
SOURCE Petrowest Corporation