TIDMSOUC
RNS Number : 0964Q
Southern Energy Corp.
24 June 2022
THIS ANNOUNCEMENT, INCLUDING THE APPIX TO 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, 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, INCLUDING THE APPIX TO 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
AND THE APPIX 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.
SOUTHERN ENERGY CORP. ANNOUNCES RESULTS OF PLACING AND UPDATE ON
OFFERING
Calgary, Alberta - June 24 , 2022 - Southern Energy Corp.
("Southern" or the "Company") (SOU: TSXV; AIM: SOUC), a
U.S.-focused, growth-oriented natural gas producer, is pleased to
announce the successful completion of the Placing, as part of the
equity financing announced at 17:20 p.m. on 23 June 2022 (the
"Offering Announcement"). Defined terms used in this announcement
have the same meaning as given to them in the Offering
Announcement, unless otherwise defined herein.
Offering Highlights:
-- Due to strong demand, the size of the Placing in the UK was
increased from US$12.5 million to US$13.5 million, and when
combined with the US$17.5 million Prospectus Offering the total
size of the Offering has increased to US$31.0 million
-- Offering expected to provide additional liquidity to the
Company's Common Shares on both AIM and the TSXV
-- Net proceeds of the Offering to be primarily used to
accelerate the initiation of a continuous organic drilling
programme at Gwinville, as well as increasing financial flexibility
for potential accretive acquisition opportunities
-- Further drilling at Gwinville expected to begin in Q4 2022
Ian Atkinson, President and CEO of Southern, commented :
"We are delighted to provide this update on the UK Placing
regarding our previously announced equity financing, which will
raise over c. US$31.0 million for the Company, providing Southern
with a strong balance sheet as we finance the business for further,
operationally driven growth. This funding will allow us to pursue
significant opportunity for accretive acquisitions in our area of
expertise and to continue to act nimbly and opportunistically as we
execute our growth strategy. "
Further to the Offering Announcement, the Company has raised, in
aggregate, c. US$31.0 million (approximately GBP25.2 million/
C$40.3 million) (before expenses) through the underwritten offering
of 26,060,000 Common Shares at a price of C$0.87 per Common Share
pursuant to the Prospectus Offering (excluding any Common Shares
that may be issued pursuant to the over-allotment option) and
20,311,927 new Common Shares at a price of 54.5 pence per Common
Share pursuant to the Placing. Accordingly, in aggregate 46,371,927
new Common Shares are to be issued pursuant to the Offering, which
represents 51.8% of the existing common share capital of the
Company prior to the Offering.
The Prospectus Offering is being undertaken on an underwritten
bought-deal basis led by Eight Capital, as lead underwriter and
sole bookrunner, and included Haywood Securities Inc. and Canaccord
Genuity Corp. (collectively, the "Underwriters") and is expected to
close on or about 7 July 2022, subject to customary closing
conditions, including the approval of the TSX-V. Further to the
Offering Announcement, the Underwriting Agreement was entered into
on 23 June 2022.
The Placing
The Placing was conducted by Canaccord Genuity Limited and
H&P Advisory Limited acting as joint bookrunners. The new
Common Shares issued pursuant to the Placing and the Prospectus
Offering will be issued credited as fully paid and will rank
pari-passu in all respects with each other and the existing Common
Shares from their date of issue.
Further details of the Offering
The Company has applied to the London Stock Exchange for
admission to trading on AIM, and to the TSX-V for approval of the
listing of, the Placing Shares and Prospectus Shares ("Admission").
Subject to, inter alia, the P lacing Agreement 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 will occur at 8:00 a.m. (UK) on or around 5 July
2022 (the " Placing Shares Admission ").
Subject to, inter alia, the Underwriting Agreement entered into
between the Company and the Underwriters 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 of the Prospectus Offering Shares will occur at 8:00
a.m. (UK) on or around 7 July 2022 .
The Placing and the Prospectus Offering are not
inter-conditional (save that the Placing is conditional upon the
Underwriting Agreement remaining in force in the period up to
Placing Share Admission) and there can be no guarantee that any
particular element or elements of the Offering will be
completed.
In accordance with the provision of the Disclosure Guidance and
Transparency Rules of the FCA ("DTRs"), the Company confirms that,
immediately following the Placing Shares Admission, the total
number of Common Shares in the Company in issue will be
109,848,785, each of which carries the right to vote, with no
Common Shares held in treasury. 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 DTRs.
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.
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 3494
James Spinney / James Bellman / Rob Patrick
Canaccord Genuity - Joint Broker +44 (0) 20 7523 8000
Henry Fitzgerald-O'Connor / James Asensio
Hannam & Partners - Joint Broker +44 (0) 20 7907 8500
Samuel Merlin / Ernest Bell
Camarco +44 (0) 20 3757 4980
James Crothers / Billy Clegg / Hugo Liddy
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, the
Company's capital program for the remainder of 2022, the Company's
asset base including the development of the Company's assets,
expectations regarding production from the Company's drilling
operations in Gwinville and the timing thereof, ability to achieve
production estimates set out herein and future production
levels.
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
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, geo-political
risks, political and economic instability abroad, wars (including
Russia's military actions in Ukraine), hostilities, civil
insurrections, inflationary risks including potential increases to
operating and capital costs, 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.
http://www.southernenergycorp.com
Canaccord Genuity Limited, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom is acting
exclusively for the Company and no one else in connection with the
Placing and Admission, and Canaccord will not be responsible to
anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing or Admission or any other matters referred to in this
Announcement.
H&P Advisory Limited, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom is acting
exclusively for the Company and no one else in connection with the
Placing and Admission, and H&P will not be responsible to
anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing or Admission or any other matters referred to in this
Announcement.
Neither of Canaccord or H&P nor any of their respective
subsidiary undertakings, affiliates or any of their respective
directors, officers, employees, advisers, agents or any other
person accepts any responsibility or liability whatsoever for, or
makes any representation or warranty, express or implied, as to the
truth, accuracy, completeness or fairness of the information or
opinions contained in this Announcement (or whether any information
has been omitted from it) or any other information relating to the
Company, its subsidiaries or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
this Announcement or its contents or otherwise arising in
connection therewith and any liability therefore is expressly
disclaimed.
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Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
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END
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