CALGARY,
Dec. 3, 2013 /CNW/ - ("KEL" - TSX) -
Kelt Exploration Ltd. ("Kelt" or the "Company") is
pleased to announce that it has completed a bought deal private
placement offering (the "Brokered Offering") with a
syndicate of underwriters led by Peters & Co. Limited and
including CIBC World Markets Inc., FirstEnergy Capital Corp., RBC
Capital Markets, National Bank Financial Inc., Scotia Capital Inc.,
AltaCorp Capital Inc., Cormark Securities Inc., GMP Securities
Inc., Dundee Capital Markets and Macquarie Capital Markets Canada
Ltd. (collectively, the "Underwriters") pursuant to which
the Company issued 10.0 million subscription receipts of Kelt
("Subscription Receipts") at a price of $8.15 per Subscription Receipt for gross proceeds
of $81,500,000.
Kelt is also pleased to announce the completion
of its previously announced non-brokered private placement offering
(the "Non-Brokered Offering"), to certain directors and
officers of the Company, of 2.4 million Subscription Receipts at a
price of $8.15 per Subscription
Receipt for gross proceeds of $19,560,000.
Each Subscription Receipt entitles the holder to
receive, without payment of any additional consideration, one
common share of the Company ("Common Shares") upon the
Company being in a position to close the Asset Acquisition (defined
below), other than the payment of the purchase price therefor.
As previously announced, Kelt has entered into
an agreement (the "Acquisition Agreement") with a Canadian
oil and gas company and an Alberta
partnership to acquire certain crude oil and natural gas assets
located at Pouce
Coupe/Spirit River, in
close proximity to Kelt's core producing areas at Grande Cache and Karr in west central
Alberta for cash consideration of
approximately $192.0 million, before
closing adjustments (the "Asset Acquisition"). Kelt
expects to fund the purchase price for the Asset Acquisition
through the aggregate net proceeds from the Brokered Offering and
the Non-Brokered Offering and existing cash on hand.
The Asset Acquisition is expected to close on or
about December 20, 2013.
The gross proceeds from both the Brokered
Offering and the Non-Brokered Offering have been placed in escrow,
pending the the Company being in a position to close the Asset
Acquisition, other than the payment of the purchase price.
The Subscription Receipts and underlying Common Shares are subject
to a statutory four (4) month hold period from the date hereof
under applicable securities legislation.
This press release does not constitute an offer
to sell or a solicitation of any offer to buy the Subscription
Receipts in the United
States. The Subscription Receipts have not been and
will not be registered under the U.S. Securities Act of 1933 and
may not be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of such Act.
About Kelt
Kelt is a Calgary,
Alberta, Canada-based oil and gas company focused on
exploration, development and production of crude oil and natural
gas resources, primarily in west central Alberta and northeastern British Columbia.
Cautionary Statement on Forward-Looking
Statements and Information
This press release contains forward-looking
statements and forward-looking information within the meaning of
applicable securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "objective", "ongoing",
"may", "will", "project", "should", "believe", "plans", "intends"
and similar expressions are intended to identify forward-looking
information or statements. In particular, this press release
contains forward-looking statements concerning the timing and
completion of the Asset Acquisition, the release from escrow of the
proceeds from the Brokered Offering and the Non-Brokered Offering,
and the use of proceeds from the Brokered Offering and the
Non-Brokered Offering.
The forward-looking statements contained in this
document are based on certain key expectations and assumptions made
by Kelt, including: (i) with respect to the timing and completion
of the Asset Acquisition, the satisfaction or waiver of all
applicable conditions to closing; and (ii) with respect to the
release from escrow of the proceeds from the Brokered Offering and
the Non-Brokered Offering, the satisfaction of the respective
escrow release conditions.
Although Kelt 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 Kelt cannot give any 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, the failure to obtain necessary financing in respect of
the purchase price of the Asset Acquisition, the failure to obtain
necessary regulatory approvals for the Asset Acquisition and 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; 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).
The forward-looking statements contained in this
document are made as of the date hereof and Kelt does not undertake
any 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. Please refer to Kelt's Annual Information Form
dated March 28, 2013 for additional
risk factors relating to Kelt which is available for viewing on
www.sedar.com.
SOURCE Kelt Exploration Ltd.
