TIDMSOUC
RNS Number : 9477S
Southern Energy Corp.
19 November 2021
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, NEW
ZEALAND, 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 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.
DEFINED TERMS USED IN THIS ANNOUNCEMENT HAVE THE SAME MEANING
GIVEN TO THEM AS DEFINED IN THE COMPANY'S ANNOUNCEMENT RELEASED AT
17:47 (BST) ON 28 OCTOBER 2021 UNLESS OTHERWISE DEFINED HEREIN.
SOUTHERN ENERGY CORP. ANNOUNCES UPDATE REGARDING EQUITY
FINANCING
Calgary, Alberta - November 19 , 2021 - Southern Energy Corp.
("Southern" or the "Company") (SOU: TSXV) (AIM: SOUC), a
U.S.-focused, growth-oriented natural gas producer, is pleased to
provide an update following the announcement made on 28 October
2021 regarding its equity financing.
Further to the previous announcement, the Company has raised, in
aggregate, c. US$10 million (before expenses) through the offering
of 114,944,000 Common Shares at a price of C$0.05 per Common Share
pursuant to the Prospectus Offering led by Eight Capital,
93,899,553 new Common Shares at a price of 2.94 pence per Common
Share pursuant to the Placing, and 41,156,461 new common shares at
a price of 2.94 pence per Common Share pursuant to a direct
subscription with the Company (the "Subscription") (together, the
"Offering"). The Company has filed a final short form prospectus in
connection with a Prospectus Offering.
Highlights:
-- Equity financing will raise combined gross proceeds of c. US$10 million:
o c. US$4.6 million via a Prospectus Offering of 114,944,000
Common Shares (the "Prospectus Offering Shares");
o c. US$3.8 million via a Placing of 93,899,553 new Common
Shares; and
o c. US$1.6 million via a direct subscription with the Company
for 41,156,461 new Common Shares (the "Subscription Shares")
(together, the "Offering Shares")
-- The net proceeds of the Offering will be used to drill up to
three horizontal Selma Chalk wells in the Gwinville field,
anticipated to begin in Q4 2021 and for working capital and general
corporate purposes
o Subject to successful completion, first production from the
wells is expected in Q1 2022
-- Participants in the Offering include both new and existing
institutional shareholders, as well as certain directors and senior
managers of the Company
-- Completion of the equity financing will introduce new
UK-based investors and is expected to provide additional liquidity
to the Company's Common Shares on AIM
Ian Atkinson, President and CEO of Southern, commented :
"We are delighted to provide this update regarding our
previously announced equity financing, which will raise over c.
US$10 million for the Company.
"The funds raised will immediately be deployed to drive value,
with new production anticipated to be added in Q1 2022. Assuming
the drilling program is successful, these additional Gwinville
wells will add immediate cash flow to the business during a period
of strong commodity prices.
"I would like to thank both new and existing shareholders for
their support during this process, as we continue to build a
robust, highly cash-generative business."
Admission and Total Voting Rights
The Prospectus Offering is expected to close on or about 24
November, 2021, subject to customary closing conditions.
The new common shares to be issued pursuant to the Offering will
be issued credited as fully paid and will rank pari passu in all
respects with the existing Common Shares from their admission to
trading on AIM (" Admission ").
The Company has applied to the London Stock Exchange plc for
Admission of the Offering Shares and to the TSXV for approval of
the listing of the Prospectus Offering Shares.
Subject to, inter alia, the placing agreement entered into
between the Company, Hannam & Partners and Canaccord Genuity
Limited having become unconditional and not having been terminated
in accordance with its terms, it is expected that admission to
trading on AIM of the Placing Shares and Subscription Shares will
occur at 8:00 am on or around 24 November 2021.
Subject to, inter alia, the agency agreement entered into
between the Company and the Agents having become unconditional and
not having been terminated in accordance with its terms, as well as
final TSXV approval of the listing of the Prospectus Offering
Shares, it is expected that admission to trading on AIM and the
TSXV of the Prospectus Offering Shares will occur at 8:00 am on or
around 24 November 2021.
The Placing, Subscription and the Prospectus Offering are not
interconditional and there can be no guarantee that any particular
element or elements of the Offering will be completed.
Following Admission of the Offering Shares, the total number of
Common Shares in the Company in issue will be 612,597,068 (the "
Enlarged Share Capital "). 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 to their interest in the Company under the FCA's Disclosure
Guidance and Transparency Rules.
The securities described herein have not been, and will not be,
registered under the U.S. Securities Act or any state securities
laws, and accordingly, may not be offered or sold within the United
States except in compliance with the registration requirements of
the U.S. Securities Act and applicable state securities
requirements or pursuant to exemptions therefrom. This Announcement
shall not constitute an offer to sell or the solicitation of an
offer to buy any of the Company's securities to, or for the account
or benefit of, persons in the United States, nor shall there be any
sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. There has been and will be
no public offer of the Company's securities in Australia, Japan,
South Africa, the United States or elsewhere, other than the
Prospectus Offering in each of the provinces of Canada, except
Québec.
The Prospectus Offering is made only by prospectus. The final
short form prospectus contains important detailed information about
the securities being offered. Copies of the prospectus may be
obtained on SEDAR at www.sedar.com or by contacting the lead agent
at ecm@viiicapital.com. Investors should read the prospectus before
making an investment decision.
Director/PDMR Participation
It is noted that certain Directors and PDMRs of the Company have
participated in the Prospectus Offering, on the same terms as all
other participants, to subscribe for, in aggregate, 4,840,816
Prospectus Offering Shares. Further details regarding individual
participation of the Company's Directors and PDMRs is set out in
the PDMR notification forms below.
About Southern Energy Corp.
Southern Energy Corp. is a natural gas exploration and
production company. Southern has a primary focus on acquiring and
developing conventional natural gas and light oil resources in the
southeast Gulf States of Mississippi, Louisiana, and East Texas.
Our management team has a long and successful history working
together and have created significant shareholder value through
accretive acquisitions, optimization of existing oil and natural
gas fields and the utilization of re-development strategies
utilizing horizontal drilling and multi-staged fracture completion
techniques.
For further information, please contact :
Southern Energy Corp.
Ian Atkinson (President and CEO) +1 587 287 5401
Calvin Yau (VP Finance and CFO) +1 587 287 5402
Strand Hanson Limited - Nominated & Financial
Adviser +44 (0) 20 7409
James Spinney / James Bellman 3494
Hannam & Partners - Joint Broker & Joint
Bookrunner +44 (0) 20 7907
Samuel Merlin / Ernest Bell 8500
Canaccord Genuity - Joint Broker & Joint
Bookrunner +44 (0) 20 7523
Henry Fitzgerald-O'Connor / James Asensio 8000
Camarco +44 (0) 20 3757
James Crothers, Billy Clegg, Daniel Sherwen 4980
Forward Looking Statements
Certain information included in this Announcement constitutes
forward-looking information under applicable securities
legislation. Forward-looking information typically contains
statements with words such as "anticipate", "believe", "expect",
"plan", "intend", "estimate", "propose", "project" or similar words
suggesting future outcomes or statements regarding an outlook.
Forward-looking information in this Announcement may include, but
is not limited to, statements concerning the Offering, including
the terms thereof and the use of proceeds of the Offering, the
Company's business strategy, objectives, strength and focus and the
Company's capital program for the remainder of 2021.
The forward-looking statements contained in this Announcement
are based on certain key expectations and assumptions made by
Southern, including the timing of and success of future drilling,
development and completion activities, the performance of existing
wells, the performance of new wells, the availability and
performance of facilities and pipelines, the geological
characteristics of Southern's properties, the characteristics of
its assets, the successful application of drilling, completion and
seismic technology, benefits of current commodity pricing hedging
arrangements, prevailing weather conditions, prevailing legislation
affecting the oil and gas industry, commodity prices, royalty
regimes and exchange rates, the application of regulatory and
licensing requirements, the availability of capital, labour and
services, the creditworthiness of industry partners and the ability
to source and complete asset acquisitions.
Although Southern 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 Southern can give no 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 risk
that the Offering may not be completed on favorable terms or at
all, the risk that the Company may not be able to obtain all
necessary regulatory and stock exchange approvals, including the
final approval of the TSXV and the London Stock Exchange, the risk
that the Company may apply the proceeds of the Offering differently
than as stated herein depending on future circumstances; risks
associated with the oil and gas industry in general (e.g.,
operational risks in development, exploration and production; the
uncertainty of reserve estimates; the uncertainty of estimates and
projections relating to production, costs and expenses, and health,
safety and environmental risks), constraint in the availability of
services, negative effects of the current COVID-19 pandemic,
commodity price and exchange rate fluctuations, changes in
legislation impacting the oil and gas industry, adverse weather or
break-up conditions and uncertainties resulting from potential
delays or changes in plans with respect to exploration or
development projects or capital expenditures. These and other risks
are set out in more detail in the Preliminary Prospectus and
Southern's most recent management's discussion and analysis and
annual information form, which are available under the Company's
SEDAR profile at www.sedar.com.
The forward-looking information contained in this Announcement
is made as of the date hereof and Southern undertakes no obligation
to update publicly or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
unless required by applicable securities laws. The forward-looking
information contained in this Announcement is expressly qualified
by this cautionary statement.
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.
PDMR NOTIFICATION FORMS
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Ian Atkinson
-------------------------- --------------------------------------------
2 Reason for the notification
------------------------------------------------------------------------
a) Position/status President and Chief Executive Officer
(Director)
-------------------------- --------------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------- --------------------------------------------
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 Common shares in Southern Energy Corp..
financial instrument,
type of instrument
Identification code CA8428131079
b) Nature of the transaction Subscription for new common shares
-------------------------- --------------------------------------------
c) Price(s) and volume(s) 400,000 common shares at a price of CAD0.05
d) Aggregated information N/A
e) Date of the transaction 24 November 2021
-------------------------- --------------------------------------------
f) Place of the transaction Outside of a trading venue
-------------------------- --------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Calvin Yau
-------------------------- --------------------------------------------
2 Reason for the notification
------------------------------------------------------------------------
a) Position/status VP Finance and CFO
-------------------------- --------------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------- --------------------------------------------
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 Common shares in Southern Energy Corp.
financial instrument,
type of instrument
Identification code CA8428131079
b) Nature of the transaction Subscription for new common shares
-------------------------- --------------------------------------------
c) Price(s) and volume(s) 400,000 common shares at a price of CAD0.05
d) Aggregated information N/A
e) Date of the transaction 24 November 2021
-------------------------- --------------------------------------------
f) Place of the transaction Outside of a trading venue
-------------------------- --------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Erin Buschert
-------------------------- --------------------------------------------
2 Reason for the notification
------------------------------------------------------------------------
a) Position/status VP Land
-------------------------- --------------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------- --------------------------------------------
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 Common shares in Southern Energy Corp.
financial instrument,
type of instrument
Identification code CA8428131079
b) Nature of the transaction Subscription for new common shares
-------------------------- --------------------------------------------
c) Price(s) and volume(s) 400,000 common shares at a price of CAD0.05
d) Aggregated information N/A
e) Date of the transaction 24 November 2021
-------------------------- --------------------------------------------
f) Place of the transaction Outside of a trading venue
-------------------------- --------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Gary McMurren
-------------------------- --------------------------------------------
2 Reason for the notification
------------------------------------------------------------------------
a) Position/status VP Engineering
-------------------------- --------------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------- --------------------------------------------
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 Common shares in Southern Energy Corp.
financial instrument,
type of instrument
Identification code CA8428131079
b) Nature of the transaction Subscription for new common shares
-------------------------- --------------------------------------------
c) Price(s) and volume(s) 400,000 common shares at a price of CAD0.05
d) Aggregated information N/A
e) Date of the transaction 24 November 2021
-------------------------- --------------------------------------------
f) Place of the transaction Outside of a trading venue
-------------------------- --------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Bruce Beynon
-------------------------- ---------------------------------------
2 Reason for the notification
-------------------------------------------------------------------
a) Position/status Director
-------------------------- ---------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------- ---------------------------------------
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 Common shares in Southern Energy Corp.
financial instrument,
type of instrument
Identification code CA8428131079
b) Nature of the transaction Subscription for new common shares
-------------------------- ---------------------------------------
c) Price(s) and volume(s) 1,200,000 common shares at a price of
CAD0.05
d) Aggregated information N/A
e) Date of the transaction 24 November 2021
-------------------------- ---------------------------------------
f) Place of the transaction Outside of a trading venue
-------------------------- ---------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Joseph Nally
-------------------------- ---------------------------------------
2 Reason for the notification
-------------------------------------------------------------------
a) Position/status Director
-------------------------- ---------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------- ---------------------------------------
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 Common shares in Southern Energy Corp.
financial instrument,
type of instrument
Identification code CA8428131079
b) Nature of the transaction Subscription for new common shares
-------------------------- ---------------------------------------
c) Price(s) and volume(s) 2,040,816 common shares at a price of
CAD0.05
d) Aggregated information N/A
e) Date of the transaction 24 November 2021
-------------------------- ---------------------------------------
f) Place of the transaction Outside of a trading venue
-------------------------- ---------------------------------------
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END
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November 19, 2021 02:00 ET (07:00 GMT)
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