Compton Petroleum announces terms of $150 million bought deal equity offering
12 September 2009 - 12:04AM
PR Newswire (US)
CALGARY, Sept. 11 /PRNewswire-FirstCall/ -- Compton Petroleum
Corporation (TSX - CMT, NYSE - CMZ) is pleased to announce the
terms of its previously announced public offering (the "Offering")
of units of Compton ("Units"). Compton has entered into an
agreement with a syndicate of underwriters, led by Canaccord
Capital Corporation and including BMO Capital Markets Inc.,
FirstEnergy Capital Corp., Scotia Capital Inc., TD Securities Inc.
and Salman Partners Inc., who have agreed to purchase l20,000,000
Units on a bought deal basis at a price of $1.25 per Unit. Each
Unit consists of one common share in the capital of Compton (a
"Common Share") and one common share purchase warrant (a
"Warrant"). Each Warrant will entitle the holder to acquire an
additional Common Share (a "Warrant Share") during the 24 month
period following closing of the Offering at an exercise price of
$1.55 per Warrant Share. Under the Offering, Compton will issue an
aggregate of 120,000,000 Units at a price of $1.25 per Unit for
aggregate gross proceeds to Compton of $150,000,000. Compton has
agreed to grant the Underwriters an over-allotment option to
purchase additional Units equal to up to 15% of the Units sold
pursuant to the Offering, exercisable at any time, in whole or in
part, up to 30 days from the closing of the Offering, which is
scheduled to occur on September 25, 2009. If the over-allotment
option is exercised in full, a total of 18,000,000 additional Units
will be sold under the Offering. Upon closing of the Offering, and
not including the Common Shares issuable pursuant to the
over-allotment option or the Warrant Shares issuable upon exercise
of the Warrants, Compton will have approximately 263 million Common
Shares issued and outstanding. The Offering will be sold publicly
in each of the provinces of Canada, except Quebec, and in the
United States pursuant to the multi-jurisdictional disclosure
system implemented by securities regulatory authorities in the
United States and Canada, and in such other jurisdictions as may be
agreed to by Compton and the Underwriters. A registration statement
relating to these securities has been filed with the United States
Securities and Exchange Commission but has not yet become
effective. The securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This news release shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale
of these common shares in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
The Offering is subject to certain customary conditions and
regulatory approvals, including the approval of the Toronto Stock
Exchange and the New York Stock Exchange. "This transaction is an
important first step in our restructuring process, contributing to
our future ability to unlock the potential of Compton's resource
rich asset base," said Tim Granger, President Chief Executive
Officer. "The proceeds of the offering will allow us to reduce our
debt level and will result in a stronger balance sheet. This will
enable us to take advantage of opportunities that may emerge from
the current industry environment, focusing on opportunities for
future growth and value for our shareholders." Compton is taking a
multi-faceted, staged approach to recapitalization, which is
intended to support the needs of all stakeholders. The
Corporation's recapitalization approach is considering the
potential utilization of a number of alternatives to reduce
Compton's debt level, including the issuance of new capital and/or
equity, the conversion of debt to equity, the sale of gross
overriding royalty interests on properties, the sale of assets,
and/or mergers or acquisitions. Progress continues on several
alternatives. The Offering is subject to certain customary
conditions and regulatory approvals, including the approval of the
Toronto Stock Exchange and the New York Stock Exchange. A copy of
the preliminary prospectus may be obtained from Amy Patel at
Canaccord Capital Corporation, 161 Bay Street, Suite 3000, Toronto,
Ontario, M5J 2S1, 1-800-663-1899. A copy may also be obtained by
visiting SEDAR at http://www.sedar.com/ or the SEC's website at
http://www.sec.gov/. Forward Looking Statements Certain information
regarding the Corporation contained herein constitutes
forward-looking information and statements and financial outlooks
(collectively, "forward-looking statements") under the meaning of
applicable securities laws, including Canadian Securities
Administrators' National Instrument 51-102 Continuous Disclosure
Obligations and the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements include estimates,
plans, expectations, opinions, forecasts, projections, guidance, or
other statements that are not statements of fact, including
statements regarding (i) cash flow and capital and operating
expenditures, (ii) exploration, drilling, completion, and
production matters, (iii) results of operations, (iv) financial
position, and (v) other risks and uncertainties described from time
to time in the reports and filings made by Compton with securities
regulatory authorities. Although Compton believes that the
assumptions underlying, and expectations reflected in, such
forward-looking statements are reasonable, it can give no assurance
that such assumptions and expectations will prove to have been
correct. There are many factors that could cause forward-looking
statements not to be correct, including risks and uncertainties
inherent in the Corporation's business. These risks include, but
are not limited to: crude oil and natural gas price volatility,
exchange rate fluctuations, availability of services and supplies,
operating hazards, access difficulties and mechanical failures,
weather related issues, uncertainties in the estimates of reserves
and in projection of future rates of production and timing of
development expenditures, general economic conditions, and the
actions or inactions of third-party operators, and other risks and
uncertainties described from time to time in the reports and
filings made with securities regulatory authorities by Compton.
Statements relating to "reserves" and "resources" are deemed to be
forward-looking statements, as they involve the implied assessment,
based on estimates and assumptions, that the reserves and resources
described exist in the quantities predicted or estimated, and can
be profitably produced in the future. The forward-looking
statements contained herein are made as of the date of this news
release solely for the purpose of disclosing the equity issue.
Compton may, as considered necessary in the circumstances, update
or revise the forward-looking statements, whether as a result of
new information, future events, or otherwise, but Compton does not
undertake to update this information at any particular time, except
as required by law. Compton cautions readers that the
forward-looking statements may not be appropriate for purposes
other than their intended purposes and that undue reliance should
not be placed on any forward-looking statement. The Corporation's
forward-looking statements are expressly qualified in their
entirety by this cautionary statement. About Compton Petroleum
Corporation Compton Petroleum Corporation is a public company
actively engaged in the exploration, development and production of
natural gas, natural gas liquids, and crude oil in western Canada.
Our strategy is focused on creating value for shareholders by
providing appropriate investment returns through the effective
development and optimization of assets. The Corporation's
operations are located in the deep basin fairway of the Western
Canada Sedimentary Basin. In this large geographical region, we
pursue three deep basin natural gas plays: the Basal Quartz sands
at Hooker in southern Alberta, the Gething/Rock Creek sands at
Niton and Caroline in central Alberta, and the shallower Plains
Belly River sand play in southern Alberta. In addition, we have an
exploratory play at Callum/Cowley in the Foothills area of southern
Alberta. Natural gas represents approximately 86% of reserves and
production. Compton's shares are listed on the Toronto Stock
Exchange under the symbol CMT and on the New York Stock Exchange
under the symbol CMZ. DATASOURCE: Compton Petroleum Corporation
CONTACT: Susan J. Soprovich, Director, Investor Relations, Ph:
(403) 668-6732, Fax: (403) 237-9410, Email: , Website:
http://www.comptonpetroleum.com/
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