Algonquin Announces Proposed Private Placement of Up to $4.0 Million, Offer to Exchange Debt, Appointment of Additional Board Me
19 January 2008 - 7:01AM
Marketwired Canada
Algonquin Oil & Gas Limited ("Algonquin" or the "Corporation") (TSX VENTURE:AQX)
is pleased to announce that it will hold its annual and special meeting (the
"Meeting") of the shareholders of the Corporation on February 29, 2008. At the
Meeting, shareholders will be asked to approve, among other things, a
non-brokered private placement ("Private Placement") of a minimum of 29 units
("Units") and a maximum of 40 Units at a price of $100,000 per Unit for gross
proceeds of up to $4,000,000. Each Unit will consist of 400,000 common shares to
be issued on a "flow-through" basis ("Common Shares") and $60,000 principal
amount of secured, non-convertible debentures ("Debentures") for an aggregate of
up to 16,000,000 Common Shares at a price of $0.10 per Common Share and
$2,400,000 principal amount of Debentures. The Private Placement is expected to
close in two tranches with the first tranche closing on or about March 21, 2008
subject to, among other things, shareholder approval and approval from the TSX
Venture Exchange (the "Exchange").
If all regulatory and shareholder approvals are received in connection with the
Private Placement, and assuming the Private Placement is fully subscribed for,
Mr. Greg Stewart ("Greg Stewart"), a director of the Corporation, will hold
4,367,025 Common Shares, Mr. Russell Stewart ("Russ Stewart"), a brother of Greg
Stewart, will hold 1,200,000 Common Shares, Belvedere Parkway Capital Management
("Belvedere"), a general partnership controlled by Greg Stewart and Russ
Stewart, will hold 5,100,375 Common Shares and Hardisty Investments Ltd.
("Hardisty"), a private family corporation controlled by Greg Stewart and Russ
Stewart, will hold 1,000,000 Common Shares (Greg Stewart, Russ Stewart,
Belvedere and Hardisty collectively referred to as the "Insiders") representing
an aggregate of 11,667,400 Common Shares or 46.68% of the total issued and
outstanding Common Shares in the capital of the Corporation and accordingly, the
Insiders will collectively become a "Control Person" of the Corporation. In the
event of the minimum offering, the Insiders will collectively hold 8,467,400
Common Shares or 41.12%.
The net proceeds received from the Private Placement will be used by the
Corporation to fund future exploration and development of the Corporation's oil
and gas properties in Ontario. In addition, $500,000 of the net proceeds
received pursuant to the Private Placement will be used by the Corporation to
repay current indebtedness owing by the Corporation to Mr. James Fair, the Chief
Executive Officer of the Corporation.
In addition, the Corporation is proposing the conversion of an aggregate of
$100,000 of debt (the "Debt Conversion Transaction") currently owed by the
Corporation to Montrichard Oil & Gas Ltd. ("Montrichard"), a corporation
controlled by Mr. Peter Bower, a director of the Corporation, into Units. Under
the terms of the Debt Conversion Transaction, the Corporation would issue
Montrichard one (1) Unit in the capital of the Corporation in satisfaction of
the debt. The closing of the Debt Conversion Transaction is also expected to
close on or about March 21, 2008, subject to shareholder and Exchange approval.
The securities issued pursuant to the Private Placement and the Debt Conversion
Transaction will be subject to a four month hold period. Assuming the Private
Placement is fully subscribed for and the Debt Conversion Transaction is
accepted, the Corporation will issue an aggregate of 16,400,000 Common Shares
resulting in 24,993,735 Common Shares issued and outstanding, after completion
of the Private Placement and Debt Conversion Transaction.
Algonquin is pleased to announce that Mr. Russell Stewart will be nominated for
election to the board of directors of the Corporation at the Meeting. It is
anticipated that two additional independent directors will be nominated for
election to the board of directors in the near future.
Russ Stewart is currently employed by TD Meloche Monnex with 28 years insurance
industry experience and 12 years in management. Russ is also a founding
shareholder and past Chief Financial Officer of Grandin Green, a high rise
housing co-operative in Edmonton, Alberta. In addition, Russ participates in a
number of private investment partnerships and companies.
Messrs. George Leitch, Edward McNally and Leo Gaiswinkler will not be standing
for re-election at the Meeting and the Corporation wishes to extend its
appreciation to them for their valuable contributions to the board over the past
several years.
Finally, it is also anticipated that Algonquin will change its name to Belvedere
Parkway Inc., or such other name acceptable to the directors and the Exchange,
and will seek shareholder approval in connection with the name change at the
Meeting.
Certain information regarding the Company contained herein may constitute
forward looking statements. Forward looking statements may include estimates,
plans, expectations, opinions, forecasts, projections, guidance or other
statements that are not statements of fact. Although the Company believes that
the expectations reflected in such forward looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
These statements are subject to certain risks and uncertainties and may be based
on assumptions that could cause actual results to differ materially from those
anticipated or implied in the forward looking statements. The Company is under
no obligation to update or alter any forward looking statement. These risks
include operational and geological risks and the ability of the Company to raise
necessary funds for exploration. The Company's forward looking statements are
expressly qualified in their entirety by this cautionary statement.
Algonquin Oil & Gas Ltd. (TSXV:AQX)
Historical Stock Chart
From Aug 2024 to Sep 2024
Algonquin Oil & Gas Ltd. (TSXV:AQX)
Historical Stock Chart
From Sep 2023 to Sep 2024