TIDMSOUC
RNS Number : 1745S
Southern Energy Corp.
02 November 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES (ITS TERRITORIES OR POSSESSIONS), AUSTRALIA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE: (A) A PROSPECTUS OR OFFERING MEMORANDUM; (B) AN
ADMISSION DOCUMENT PREPARED IN ACCORDANCE WITH THE AIM RULES; OR
(C) AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN, AND
SHOULD NOT BE CONSTRUED AS, ANY INVITATION, SOLICITATION,
RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF SOUTHERN ENERGY
CORP. IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION (REGULATION 596/2014/EU) AS IT FORMS
PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018, AS AMED. UPON PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
SOUTHERN ENERGY CORP. ANNOUNCES RESULTS OF FUNDRAISING
Calgary, Alberta - 2 November 2023 - Southern Energy Corp.
("Southern" or the "Company") (TSXV:SOU) (AIM:SOUC) (OTCQX:SOUTF),
a U.S.-focused, growth-oriented natural gas producer, is pleased to
announce the results of the conditional Fundraising announced on 1
November 2023.
Pursuant to the Fundraising, a total of 26,630,000 new Common
Shares (the "Fundraising Shares") have been conditionally placed
with new and existing investors at a price of 15.5 pence (the
"Placing Price") or C$0.26 (the "Prospectus Price") per new Common
Share, raising aggregate gross proceeds of US$5.0 million (GBP4.1
million, C$6.9 million). The net proceeds from the Fundraising will
be used alongside existing cash, cash flows and undrawn debt
facilities to fund the completion of the up to four drilled and
uncompleted ("DUC") wells at a cost of approximately US$3 million
per well.
The Fundraising Shares will consist of 14,863,097 Placing
Shares, 11,702,387 Prospectus Shares and 64,516 Subscription Shares
conditionally placed at the Placing Price and Prospectus Price as
appropriate, representing gross proceeds of US$2.8 million (GBP2.3
million, C$3.9 million), US$2.2 million (GBP1.8 million, C$3.0
million), and US$0.01 million (GBP0.01 million, C$0.02 million),
respectively.
The total Fundraising Shares will represent approximately 16.1
per cent. of the Company's enlarged share capital post-completion
of the Fundraising. The Placing Price represents a 16.2 per cent.
discount to the closing price on 1 November 2023 on AIM, being the
last practicable closing price prior to the announcement of the
Fundraising.
Stifel Nicolaus Europe Limited ("Stifel Europe") and Tennyson
Securities, a trading name of Shard Capital Partners LLP ("Tennyson
Securities") acted as joint bookrunners (the "Joint Bookrunners")
in connection with the Placing. Stifel Nicolaus Canada Inc.
("Stifel Canada") is acting as lead agent and bookrunner, with
Canaccord Genuity Corp, Eight Capital, and Haywood Securities Inc
as agents, in connection with the Prospectus Offering.
Participation by PDMRs
Certain persons discharging managerial responsibilities (PDMRs)
of the Company have participating in the Fundraising via the
Subscription and Prospectus Offering, acquiring a total of 746,055
new Common Shares representing gross proceeds of US$0.14 million
(GBP0.12 million, C$0.19 million). The FCA notifications, made in
accordance with the requirements of the MAR, are appended
below.
Ian Atkinson, President and CEO of Southern, commented:
"I am pleased to announce the successful Fundraising today that
will allow us to accelerate the completion of Southern's four
drilled and uncompleted wells in Gwinville in an increasingly
positive macro gas price environment. The accelerated completion of
the four wells is anticipated to provide significant production
growth and cash flow to the business and we look forward to getting
to work to bring these wells on to production."
"I would like to thank all of the shareholders who have
continued to support the Company in this Fundraising, and welcome
new investors onto the register at what we expect to be an exciting
time for the business, supported by the increasing structural
imbalance in U.S. natural gas."
Capitalised terms not otherwise defined in the text of this
announcement have the meanings given in the Company's announcement
dated 1 November 2023.
For further information about Southern, please visit our website
at www.southernenergycorp.com or contact :
Southern Energy Corp.
Ian Atkinson (President and CEO) +1 587 287 5401
Calvin Yau (CFO) +1 587 287 5402
Stifel Nicolaus Europe Limited - Joint Bookrunner
& Joint Broker
Callum Stewart / Ashton Clanfield / Simon Mensley +44 (0) 20 7710 7600
Tennyson Securities - Joint Bookrunner & Joint
Broker
Peter Krens / Pav Sanghera +44 (0) 20 7186 9033
Strand Hanson Limited - Nominated & Financial
Adviser
James Spinney / James Bellman +44 (0) 20 7409 3494
Canaccord Genuity - Joint Broker
Henry Fitzgerald-O'Connor / James Asensio +44 (0) 20 7523 8000
Camarco
Owen Roberts / Billy Clegg / Hugo Liddy +44 (0) 20 3757 4980
Settlement of the Fundraising Shares and Application for
Admission
Application will be made to the London Stock Exchange for the
Fundraising Shares to be admitted to trading on AIM and to the TSXV
for the Fundraising Shares to be admitted to trading on the TSXV.
The Prospectus Offering is expected to close on or about 9 November
2023, subject to customary closing conditions, including the
approval of the TSXV. It is currently expected that admission will
become effective, and that dealings in the Fundraising Shares will
commence on AIM, at 8.00 a.m. (GMT) and on the TSXV at 9:30 a.m.
(ET) on or around 9 November 2023.
The Fundraising Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the existing
Common Shares of the Company, including the right to receive all
dividends and other distributions thereafter declared, made or paid
on the enlarged share capital from admission.
Total Voting Rights
Following the admission of the Fundraising Shares, Southern's
total issued share capital will consist of 165,718,160 Common
Shares. The Company does not hold any Common Shares in Treasury.
Therefore, this figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change in
interest in, the share capital of the Company under the Disclosure
Guidance and Transparency Rules of the FCA.
PDMR Disclosures
1. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name 1. Ian Atkinson
2. Calvin Yau
3. Gary McMurren
4. Reginald Steven Smith
5. Bruce Beynon
6. Neil Smith
7. John Nally
--------------------------------- -----------------------------------
2. Reason for the Notification
----------------------------------------------------------------------
a) Position/status 1. Director, President & CEO
2. Chief Financial Officer
3. Chief Operating Officer
4. Non-Executive Director
5. Non-Executive Director
6. Non-Executive Director
7. Non-Executive Director
--------------------------------- -----------------------------------
b) Initial notification/Amendment Initial Notification
--------------------------------- -----------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------
a) Name Southern Energy Corp.
--------------------------------- -----------------------------------
b) LEI 213800R25GL7J3EBJ698
--------------------------------- -----------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions
have been conducted
----------------------------------------------------------------------
a) Description of the Financial Common shares of no par value in
instrument, type of Southern Energy Corp.
instrument
Identification code ISIN: CA8428133059
--------------------------------- -----------------------------------
b) Nature of the transaction Subscription for new Common Shares
--------------------------------- -----------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
--------- ----------
1. C$0.26 76,923
--------- ----------
2. C$0.26 57,692
--------- ----------
3. C$0.26 100,000
--------- ----------
4. C$0.26 288,462
--------- ----------
5. C$0.26 120,000
--------- ----------
6. C$0.26 38,462
--------- ----------
7. 15.5p 64,516
--------- ----------
--------------------------------- -----------------------------------
d) Aggregated information:
--Aggregated volume N/A
--Price
--------------------------------- -----------------------------------
e) Date of the transaction 2 November 2023
--------------------------------- -----------------------------------
f) Place of the transaction Outside a trading venue
--------------------------------- -----------------------------------
Forward Looking Information
This Announcement contains certain forward-looking information
(collectively referred to herein as "forward-looking statements")
within the meaning of applicable Canadian securities laws.
Forward-looking statements are often, but not always, identified by
the use of words such as "forecast", "guidance", "outlook",
"anticipate", "target", "plan", "continue", "intend", "consider",
"estimate", "expect", "may", "will", "should", "could" (or the
negatives or similar words suggesting future outcomes.
Forward-looking statements in this Announcement may contain, but
are not limited to, statements concerning: Southern's business
strategy and plan, including its objectives, strengths and focus;
the completion of the Fundraising and the terms, size and timing
thereof and the use of proceeds therefrom, including the
acceleration of the completion of up to four DUC wells; the
Company's price dependent growth and acquisition and consolidation
strategies, including targets, metrics, planned investments, and
allocation of funds, anticipated operational results; capital
expenditures and drilling plans and locations the performance
characteristics of the Company's oil and natural gas properties;
the ability of the Company to achieve drilling success consistent
with management's expectations; and the source of funding for the
Company's activities including development costs.
The forward-looking statements contained in this Announcement
are based on a number of factors and assumptions made by Southern,
which have been used to develop such statements, but which may
prove to be incorrect. In addition to factors and assumptions which
may be identified in this press release, assumptions have been made
regarding and may be implicit in, among other things: the business
plan of Southern; the receipt of all approvals and satisfaction of
all conditions to the completion of the Fundraising; the timing of
and success of future drilling, development and completion
activities; the geological characteristics of Southern's
properties; prevailing commodity prices, price volatility, price
differentials and the actual prices received for the Company's
products; the availability and performance of drilling rigs,
facilities, pipelines and other oilfield services; the timing of
past operations and activities in the planned areas of focus; the
drilling, completion and tie-in of wells being completed as
planned; the performance of new and existing wells; the application
of existing drilling and fracturing techniques; prevailing weather
and break-up conditions; royalty regimes and exchange rates; the
application of regulatory and licensing requirements; the continued
availability of capital and skilled personnel; the ability to
maintain or grow the banking facilities; the accuracy of Southern's
geological interpretation of its drilling and land opportunities,
including the ability of seismic activity to enhance such
interpretation; and Southern's ability to execute its plans and
strategies. Readers are cautioned that the foregoing list is not
exhaustive of all factors and assumptions which have been used.
Although management considers these assumptions to be reasonable
based on information currently available, undue reliance should not
be placed on the forward-looking statements because Southern can
give no assurances that they may prove to be correct. By their very
nature, forward-looking statements are subject to certain risks and
uncertainties (both general and specific) that could cause actual
events or outcomes to differ materially from those anticipated or
implied by such forward-looking statements. As a result, any
potential investor should not rely on such forward-looking
statements in making their investment decisions. No representation
or warranty is made as to the achievement, or reasonableness of,
and no reliance should be placed on such forward-looking
statements. Risks and uncertainties that can materially impact the
Company's results include, but are not limited to: incorrect
assessments of the value of benefits to be obtained from
exploration and development programs; changes in the financial
landscape both domestically and abroad, including volatility in the
stock market and financial system; wars (including Russia's war in
Ukraine and the Israel-Palestinian conflict); 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, and environmental regulations); commodity prices;
increased operating and capital costs due to inflationary
pressures; the uncertainty of estimates and projections relating to
production, cash generation, costs and expenses; health, safety,
litigation and environmental risks; access to capital; the
availability of future financings and divestitures; public and
political sentiment towards fossil fuels; and the effects of
pandemics and other public health events (including but not limited
to COVID-19). Due to the nature of the oil and natural gas
industry, drilling plans and operational activities may be delayed
or modified to react to market conditions, results of past
operations, regulatory approvals or availability of services
causing results to be delayed. Please refer to Southern's most
recent Annual Information Form for the year ended December 31, 2022
and management's discussion and analysis for the period ended June
30, 2023, and other continuous disclosure documents for additional
risk factors relating to Southern, which can be accessed either on
Southern's website at www.southernenergycorp.com or under the
Company's profile on www.sedarplus.ca.
The forward-looking statements contained in this Announcement
are made as of the date hereof and the Company does not undertake
any obligation to update publicly or to revise any of the included
forward-looking statements, except as required by applicable law.
The forward-looking statements contained herein are expressly
qualified by this cautionary statement.
Market Abuse Regulation
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended.
Neither 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.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ROIQLLBBXFLZFBQ
(END) Dow Jones Newswires
November 02, 2023 03:00 ET (07:00 GMT)
Southern Energy (LSE:SOUC)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
Southern Energy (LSE:SOUC)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024
