NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
TSX-V, LSE-AIM: XEL
TORONTO, April 5, 2012 /PRNewswire/ - Xcite Energy
announces that it has today issued US$50
million of unsecured Loan Notes to a fund managed by West
Face Capital Inc. ("West Face"), a Canada-based investment management firm.
The Loan Notes have an initial term of 360 days
and, subject to West Face approval, may be extended by XEL for a
further 360 days. The Loan Notes bear interest at 14% per annum
payable in arrears on 31 March, 30
June, 30 September and 31 December in each relevant year and at
maturity. Interest can be paid or rolled up into the
principal amount of the Loan Notes at the Company's discretion.
West Face is entitled to receive a maintenance
fee equal to 1% of the outstanding principal amount of the Loan
Notes 180 days from issue date and at maturity. The Company has
paid a fee of US$1 million to a third
party in connection with the initiation of this transaction.
The Company may prepay the Loan Notes at any
time after 14 August 2012, either in
full or in part in an amount equal to at least 10% of the principal
amount outstanding, provided that it also pays on the amount
prepaid accrued interest up to the date of prepayment and an amount
equal to the interest that would have been paid on the amount
prepaid up to maturity.
In certain circumstances (including any
person(s) acquiring a 35% or greater holding in XEL's shares, the
current directors of XEL ceasing to constitute the majority of its
board, the amalgamation or merger of XEL into another company or
the liquidation of XEL), holders of Loan Notes may elect to have
all or part of the principal amount of their Loan Notes prepaid
together with accrued interest and an amount equal to the interest
up to maturity that would have been paid, on the amount
prepaid.
Prepayment of the Loan Notes, together with
accrued interest and an amount equal to the interest that would
have been paid up to maturity, on the amount prepaid, may also be
required from the proceeds of any non-ordinary course disposal of
assets by XEL or its subsidiary, Xcite Energy Resources
Limited.
West Face is also entitled to be paid in the
event of any prepayment on the Loan Notes an amount equal to the
maintenance fee that it would have been otherwise paid on the
amount of Loan Notes prepaid.
The funds raised by the issue of these Loan
Notes strengthen the Company's balance sheet and provide additional
contingency funding during the important Phase 1A work programme on
the Bentley field. The funds will
be used for the Company's working capital requirements and general
corporate purposes.
Oriel Securities Limited, which is authorised
and regulated in the United
Kingdom by the Financial Services Authority, is acting
exclusively for Xcite Energy and for no one else in connection with
the subject matter of this announcement and will not be responsible
to anyone other than Xcite Energy for providing the protections
afforded to its clients or for providing advice in connection with
the subject matter of this announcement.
Morgan Stanley, which is authorised and
regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Xcite
Energy and for no one else in connection with the subject matter of
this announcement and will not be responsible to anyone other than
Xcite Energy for providing the protections afforded to its clients
or for providing advice in connection with the subject matter of
this announcement.
Forward-Looking Statements
Certain statements contained in this
announcement constitute forward-looking information within the
meaning of securities laws. Forward-looking information may relate
to the Company's future outlook and anticipated events or results
and, in some cases, can be identified by terminology such as "may",
"will", "should", "expect", "plan", "anticipate", "believe",
"intend", "estimate", "predict", "target", "potential", "continue"
or other similar expressions concerning matters that are not
historical facts. These statements are based on certain factors and
assumptions including expected growth, results of operations,
performance and business prospects and opportunities. While the
Company considers these assumptions to be reasonable based on
information currently available to us, they may prove to be
incorrect. Forward-looking information is also subject to certain
factors, including risks and uncertainties that could cause actual
results to differ materially from what we currently expect. These
factors include risks associated with the oil and gas industry
(including operational risks in exploration and development and
uncertainties of estimates oil and gas potential properties), the
risk of commodity price and foreign exchange rate fluctuations and
the ability of Xcite Energy to secure financing. Additional
information identifying risks and uncertainties are contained in
the Company's annual information form dated 26 October 2010 and in the annual Management's
Discussion and Analysis for Xcite Energy dated 22 March 2012 filed with the Canadian securities
regulatory authorities and available at www.sedar.com. The Company
disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or otherwise, except as required under applicable
securities regulations.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
SOURCE Xcite Energy Limited