/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR
DISSEMINATION IN THE UNITED
STATES./
CALGARY,
Nov. 28, 2013 /CNW/ - Surge Energy
Inc. ("Surge" or the "Company") (TSX: SGY) is pleased to announce
that it has closed the previously announced financing detailed in
the Company's press release dated November
6, 2013.
The financing was completed in connection with
the previously announced acquisition (the "Acquisition") by the
Company of certain assets in Alberta. The Company issued 8,400,000
subscription receipts of the Company ("Subscription Receipts") at a
price of $6.55 per subscription
receipt, for gross proceeds of $55,020,000 as part of a "bought deal" financing
with a syndicate of underwriters led by Macquarie Capital Markets
Canada Ltd. and including GMP Securities LP, National Bank
Financial Inc., CIBC World Markets Inc., Scotia Capital Inc.,
Dundee Securities Ltd.,
FirstEnergy Capital Corp., Cormark Securities Inc., TD Securities
Inc. and Raymond James Ltd. The Underwriters have exercised
their option to purchase an additional 1,260,000 Subscription
Receipts for additional proceeds of $8,253,000. The gross proceeds from the sale of
Subscription Receipts are being held in escrow pending the
satisfaction of all conditions to the completion of the
Acquisition, provided that the closing date of the Acquisition is
on or before December 30, 2013, at
which time each Subscription Receipt will entitle the holder to
receive one common share ("Common Share") in the capital of Surge,
without further payment or action on the part of the holder, upon
the closing of the Acquisition. If the Acquisition is not completed
on or before December 30, 2013 or is
terminated at an earlier time, holders of Subscription Receipts
will receive, for each Subscription Receipt held, a cash payment
equal to the Subscription Receipt offering price and any interest
earned thereon during the term of the escrow. It is anticipated
that the Subscription Receipts will be listed and posted for
trading on the Toronto Stock Exchange under the symbol "SGY.N" at
the open of markets today, until the conversion of the Subscription
Receipts into Common Shares is completed. The net proceeds from the
issuance of Subscription Receipts will be used to partially fund
the Acquisition. Closing of the Acquisition is expected to occur on
December 3, 2013.
The financing was completed by way of a short
form prospectus in all of the provinces of Canada, other than Quebec and on a private placement basis in
the United States pursuant to
exemptions from the registration requirements of the U.S securities
laws.
FORWARD LOOKING STATEMENTS:
This press release contains forward-looking
statements. More particularly, this press release contains
statements concerning the anticipated completion of the
Acquisition, the conversion of the Subscription Receipts into
Common Shares and the timing thereof, the listing of the
Subscription Receipts on the Toronto Stock Exchange and use of the
proceeds from the financing.
The forward-looking statements are based on
certain key expectations and assumptions made by Surge, including
expectations and assumptions concerning the performance of existing
wells and success obtained in drilling new wells, anticipated
expenses, cash flow and capital expenditures and the application of
regulatory and royalty regimes.
Although Surge believes 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 Surge 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, 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 Surge's Annual Information Form for the year
ended December 31, 2012 which has
been filed on SEDAR and can be accessed at www.sedar.com.
The forward-looking statements contained in this
press release are made as of the date hereof and Surge undertakes
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.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
in the United States. The
securities 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 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.
Neither the TSX nor its Regulation Services
Provider (as that term is defined in the policies of the TSX)
accepts responsibility for the adequacy or accuracy of this
release.
SOURCE Surge Energy Inc.