CALGARY,
Oct. 4, 2013 /CNW/ - NuVista Energy
Ltd. ("NuVista") (TSX:NVA) is pleased to announce that it has
entered into an agreement with a syndicate of underwriters co-led
by Peters & Co. Limited and RBC Capital Markets Corp., and
including CIBC World Markets Inc., FirstEnergy Capital Corp.,
Scotia Capital Inc., BMO Capital Markets and TD Securities Inc.
(collectively, the "Underwriters"), pursuant to which the
Underwriters have agreed to purchase for resale to the public, on a
bought deal basis, 3.2 million common shares to be issued on a
"flow-through" basis in respect of Canadian exploration expense
("CEE FT Shares") at a price of $8.00
per CEE FT Share for aggregate gross proceeds of approximately
$25.6 million (the "Public
Offering").
In addition, NuVista intends to complete a
non-brokered private placement of up to 1.6 million common shares
on a "flow-through" basis in respect of Canadian development
expense ("CDE FT Shares") at a price of $7.20 per share and up to 150,000 CEE FT Shares
at a price of $8.00 per share for
aggregate proceeds of up to approximately $12.7 million (the "Private Placement"). Certain
directors, officers and employees of NuVista intend to participate
in the Private Placement.
The CEE FT Shares and CDE FT Shares will be
issued on a flow-through basis pursuant to the Income Tax
Act (Canada) and the
purchasers will be entitled to renunciations of Canadian
exploration expense and Canadian development expense,
respectively.
The gross proceeds of the Public Offering and
the Private Placement (collectively the "Offerings") will be used
by NuVista to incur eligible Canadian exploration expenses and
eligible Canadian development expenses.
The Offerings are scheduled to close on or about
October 29, 2013 and are subject to
customary regulatory approvals including the approval of the
Toronto Stock Exchange (the "TSX"). Following the closing of
the Offerings NuVista will have approximately 118.7 million common
shares outstanding.
ADVISORY REGARDING FORWARD-LOOKING INFORMATION AND
STATEMENTS
This press release contains forward-looking
statements and forward-looking information (collectively,
"forward-looking statements") within the meaning of applicable
securities laws. The use of any of the words "will", "expects",
"believe", "plans", "potential" and similar expressions are
intended to identify forward-looking statements or
information.
More particularly and without limitation,
this press release contains forward looking statements and
information concerning: the use of proceeds of the Offerings; the
expected timing of completion of the Offerings; the size of the
Private Placement; the participation of NuVista directors, officers
and employees in the Private Placement and the satisfaction of the
conditions of closing of the Offerings and on the anticipated
timeframes.
The forward-looking statements and
information in this press release are based on certain key
expectations and assumptions made by NuVista, including prevailing
commodity prices and exchange rates; applicable royalty rates and
tax laws; future well production rates; reserve and resource
volumes; the performance of existing wells; the success obtained in
drilling new wells; the sufficiency of budgeted capital
expenditures in carrying out planned activities; the availability
and cost of labour and services; the satisfaction of the conditions
of closing of the Offerings on the timing planned, and the receipt,
in a timely manner, of regulatory and other required
approvals.
Although NuVista believes that the
expectations and assumptions on which such forward-looking
statements and information are based are reasonable, undue reliance
should not be placed on the forward-looking statements and
information because NuVista can give no assurance that they will
prove to be correct. There is no certainty that NuVista will
achieve commercially viable production from its undeveloped lands
and prospects.
Since forward-looking statements and
information 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 risks associated with the oil and gas industry in
general such as: 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 reserves, production, costs and expenses; health,
safety and environmental risks; commodity price and exchange rate
fluctuations; marketing and transportation of petroleum and natural
gas and loss of markets; environmental risks; competition;
incorrect assessment of the value of acquisitions; failure to
realize the anticipated benefits of acquisitions; failure to
satisfy conditions to closing of the Offerings; failure to obtain
the necessary regulatory and other approvals, including stock
exchange approvals and on the timelines planned; risks that
conditions to closing of the Offerings are not satisfied; and risk
that the Board of Directors determines that it would be in the
interests of NuVista to deploy the proceeds from the Offerings to
some other purpose; ability to access sufficient capital from
internal and external sources; stock market volatility; and changes
in legislation, including but not limited to tax laws, royalty
rates and environmental regulations.
Readers are cautioned that the foregoing list
of factors is not exhaustive. Additional information on these and
other factors that could affect the operations or financial results
of NuVista are included in reports on file with applicable
securities regulatory authorities and may be accessed through the
SEDAR website (www.sedar.com).
Readers are cautioned that the assumptions
used in the preparation of such information, although considered
reasonable at the time of preparation, may prove to be imprecise
and, as such, undue reliance should not be placed on
forward-looking statements. NuVista's actual results,
performance or achievement could differ materially from those
expressed in, or implied by, these forward-looking statements, or
if any of them do so, what benefits NuVista will derive therefrom.
NuVista 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 by
law.
SOURCE NuVista Energy Ltd.