/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR
DISSEMINATION IN THE UNITED
STATES./
CALGARY,
Feb. 4, 2014 /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 January
13, 2014.
The financing was completed in connection with
the previously announced acquisition (the "Acquisition") by the
Company of certain assets in SE
Saskatchewan. The Company issued 11,112,000 subscription
receipts of the Company ("Subscription Receipts") at a price of
$6.30 per subscription receipt, for
gross proceeds of $70,005,600 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 1,666,800 Subscription Receipts for
additional proceeds of $10,500,840.
The gross proceeds from the sale of Subscription Receipts will be
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 April 30,
2014, upon which time each Subscription Receipt will entitle
the holder to receive one common share ("Common Share"), 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 April 30, 2014 or is
terminated at an earlier time, holders of Subscription Receipts
will receive, for each Subscription Receipt held, a cash payment
equal to the 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.O" 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
February 14, 2014.
The financing was completed by way of a short
form prospectus in all of the provinces of Canada 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 receipt of all necessary
approvals for completion of the Acquisition and the completion of
the Acquisition on the timing planned.
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.