COQ Rooster Energy Ltd

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAW. 


Rooster Energy Ltd. ("Rooster" or the "Company") (TSX VENTURE:COQ) -Rooster
announced today that it and two (2) of its wholly owned subsidiaries, Rooster
Oil & Gas, LLC, and Probe Resources US Ltd. (together "Co-Issuers) have entered
into a Note Purchase Agreement under which the Co-Issuers have issued Senior
Secured Notes due on October 22, 2014 in the aggregate principal amount of
US$22.55 Million (the "Notes"). The proceeds of the Notes will be used to repay
existing secured indebtedness of the Company, certain accounts payable and for
other general corporate purposes. 


The Notes are secured by a first priority security interest, lien and mortgage
on all assets, including oil and gas leases and proceeds therefrom, owned by the
Co-Issuers. The Notes bear interest at a rate equal to 12% per annum with
interest payments due quarterly. Rooster and its wholly owned subsidiary,
Rooster Energy, L.L.C., a Louisiana limited liability company, are guarantors of
the obligations of the Co-Issuers under the Note Purchase Agreement and each has
also granted a security interest in all of its property to secure the
obligations of the Co-Issuers. No holder of the Note is a related party to
Rooster nor is any holder a chartered bank, trust company or treasury bank.


Finally, Rooster has entered into a Warrant Purchase Agreement with the holders
of the Notes pursuant to which it has agreed to sell warrants exercisable for up
to 9 Million common shares of the Company at an exercise price of US$1.00 per
common share. The warrants are subject to mandatory exercise or conversion, as
applicable, in the event that certain conditions are satisfied, including that
the trading price of the common shares is equal to or greater than 150% of the
Warrant exercise price for a period of thirty (30) consecutive trading days. 


The Notes, the warrants and the common shares are issuable upon exercise or
conversion, as applicable, The warrants are subject to applicable United States
federal and state securities laws which may impose a hold period of not less
than 12 months. In addition, unless permitted under applicable Canadian
securities legislation, the securities may not be traded in Canada before
February 22, 2013.  


Robert Murphy, President and Chief Executive Officer commented "Rooster has now
completed its capitalization process that began last April with the merger and
capital raise associated with the reverse take-over of Probe Resources Ltd. We
would like welcome our new financial partners and are pleased to have the
support of our lenders in Rooster's offshore Gulf of Mexico exploration and
development program".


United States Securities Matters 

This press release does not constitute an offer to sell or a solicitation of an
offer to buy any securities in the United States. The securities of Rooster have
not been and will not be registered under the United States Securities Act of
1933, as amended (the "US 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Rooster Energy Ltd.
Robert P. Murphy
Chief Executive Officer
(832) 772-6313


Rooster Energy Ltd.
16285 Park Ten Place
Suite 100
Houston, Texas USA 77084

Rooster Energy Ltd. (TSXV:COQ)
Historical Stock Chart
From Apr 2024 to May 2024

Rooster Energy Ltd. (TSXV:COQ)
Historical Stock Chart
From May 2023 to May 2024