CALGARY, July 18, 2016 /PRNewswire/ - Questerre Energy
Corporation ("Questerre" or the "Company") (TSX,OSE:QEC) is pleased
to announce that it intends to complete a private placement of
flow-through units of the Company.
The Company plans to issue up to 17.6 million flow-through units
at a price of $0.18 per unit for
estimated gross proceeds of $3.17
million (the "Flow-Through Placement"). Each flow-through
unit will consist of one Common Share issued on "flow-through"
basis ("CDE Flow-Through Share") and one-half of one
non-flow-through share purchase warrant. Each whole warrant will
entitle the holder to purchase one additional non-flow-through
Common Share at a price of $0.20 for
a period of 18 months from closing. It is anticipated that an
aggregate of 15.17 million flow-through units or 86% of the
Flow-Through Placement will be subscribed for primarily by two
directors, one of whom is the Chief Executive Officer who plans to
acquire approximately 14.76 million Flow-Through Units, of which
approximately 72% of such securities are anticipated to be vended
to independent third parties following closing. Closing of the
Flow-Through Placement is scheduled for on or around July 25, 2016.
The Flow-Through Placement is subject to receipt of all
regulatory approvals, including the approval of the Toronto Stock
Exchange ("TSX") and Oslo Bors ("OSE"). The CDE Flow-Through Shares
will be subject to a statutory hold period on the TSX of four
months plus one day from the closing date of the Flow-Through
Placement.
The gross proceeds of the Flow-Through Placement will be used by
the Company, pursuant to the provisions of the Income Tax
Act (Canada), to incur
eligible Canadian development expenses ("Qualifying Expenditures")
after the closing date and prior to December
31, 2016 on Questerre's properties. The Company will
renounce the Qualifying Expenditures to subscribers of the
Flow-Through Units for the fiscal year ended December 31, 2016. In certain instances, the
Company may pay finder's fees on a portion of the Flow-Through
Placement in cash to registered investment dealers in accordance
with applicable law.
The Company also reported on the status of its credit facility
review that was conducted in the second quarter. The lender has
advised that the credit facility will be renewed at $30 million. The facility will include a
$24.9 million revolving operating
demand facility ("Credit Facility A") and a non-revolving
acquisition and development facility of $5
million ("Credit Facility B"). Credit Facility A can be used
for general corporate purposes, ongoing operations, capital
expenditures within Canada, and
acquisition of petroleum and natural gas assets within Canada. Credit Facility B can only be used for
the development of existing proved non-producing/undeveloped
reserves.
Questerre Energy Corporation is leveraging its expertise gained
through early exposure to shale and other non-conventional
reservoirs. The Company has base production and reserves in the
tight oil Bakken/Torquay of
southeast Saskatchewan. It is bringing on production from its
lands in the heart of the high-liquids Montney shale fairway. It is a leader on
social license to operate issues for its Utica shale gas discovery in the St. Lawrence
Lowlands, Quebec. It is pursuing
oil shale projects with the aim of commercially developing these
massive resources.
Questerre is a believer that the future success of the oil and
gas industry depends on a balance of economics, environment and
society. We are committed to being transparent and are respectful
that the public must be part of making the important choices for
our energy future.
This media release contains certain statements which constitute
forward-looking statements or information ("forward-looking
statements"), including the completion of the private placement and
the timing thereof, the use of proceeds of the Flow-Through
Placement, the participation and amount of participation by certain
directors and officers of the Company in the Flow-Through
Placement, the vending of Units to independent third parties
following closing, the incurrence and renunciation of Qualifying
Expenditures, the renewal of the Company's credit facility and the
leveraging the Company's expertise gained through early exposure to
shale and other non-conventional reservoirs and bringing on
production in the heart of the high-liquids Montney shale fairway.
The forward-looking statements contained in this document are
based on certain key expectations and assumptions made by
Questerre, including expectations and assumptions concerning the
timing of receipt of required regulatory approvals, the
satisfaction of conditions to the completion of the Flow-Through
Placement, the vending of the Units to independent third parties
following closing, the renewal of the Company's credit facility and
expectations and assumptions concerning the success of future
drilling activities.
Forward-looking statements have been based on expectations,
factors and assumptions concerning future events which may prove to
be inaccurate and are subject to numerous risks and uncertainties,
certain of which are beyond the Company's control, including,
without limitation: the receipt of all regulatory approvals for the
Flow-Through Placement; volatility in the market prices for oil and
natural gas; liabilities inherent in oil and natural gas
operations; fluctuations in foreign exchange or interest rates;
health, safety and environmental risks; stock market volatility;
global economic events or conditions; certain other risks detailed
in Questerre's public disclosure documents; and other factors, many
of which are beyond the control of the Company. Those factors
and assumptions are based upon currently available information
available to Questerre. Such statements are subject to known
and unknown risks, uncertainties and other factors that could
influence actual results or events and cause actual results or
events to differ materially from those stated, anticipated or
implied in the forward-looking statements. As such, readers
are cautioned not to place undue reliance on the forward-looking
statements, as no assurance can be provided as to future results,
levels of activity or achievements. The risks, uncertainties,
material assumptions and other factors that could affect actual
results are discussed in our Annual Information Form and other
documents available at www.sedar.com. Furthermore, the
forward-looking statements contained in this document are made as
of the date of this document and, except as required by applicable
law, Questerre does not undertake any obligation to publicly update
or to revise any of the included forward-looking statements,
whether as a result of new information, future events or
otherwise. The forward-looking statements contained in this
document are expressly qualified by this cautionary statement.
SOURCE Questerre Energy Corporation