TIDMSOUC
RNS Number : 6400Q
Southern Energy Corp.
28 October 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.
SOUTHERN ENERGY CORP. ANNOUNCES UP TO
US$12 MILLION EQUITY FINANCING
Calgary, Alberta - October 28 , 2021 - Southern Energy Corp.
("Southern" or the "Company") (SOU: TSXV) (AIM:SOUC), a
U.S.-focused, growth-oriented natural gas producer, is pleased to
announce that it has filed and received a receipt for a preliminary
short form prospectus (the "Preliminary Prospectus") in connection
with a proposed offering of common shares of no par value ("Common
Shares") in the capital of the Company at a price of C$0.05 per
Common Share ("Prospectus Offering Price") (the "Prospectus
Offering"). In addition, the Company is pleased to announce the
launch of a best-efforts private placement to UK investors of new
Common Shares ("Placing Shares") at a GBP price approximately
equivalent to the Prospectus Offering Price (the "Placing" and,
together with the Prospectus Offering, the "Offering"). The
Prospectus Offering and the Placing are not inter-conditional, but
the Placing will be conducted in conjunction with the Prospectus
Offering, with closing of the Placing intended to coincide with
closing of the Prospectus Offering. The relative offering size of
the Prospectus Offering and the Placing, respectively, shall be
determined in the context of the market. It is currently
anticipated that the aggregate gross proceeds of the Prospectus
Offering, together with the aggregate gross proceeds of the
Placing, will be up to C$15.25 million (approximately US$12.0
million), representing the issuance of up to an aggregate of
305,000,000 Common Shares pursuant to the Offering.
The combined net proceeds of the Offering will be utilised to
drill up to three horizontal Selma Chalk wells in the Gwinville gas
field and for working capital and general corporate purposes.
Highlights:
-- Combined gross proceeds of up to C$15.25 million
(approximately US$12 million) to be raised via Offering of new
Common Shares
-- Offering expected to introduce new UK-based investors and
provide additional liquidity to the Company's Common Shares on both
AIM and the TSXV
-- Net proceeds to be applied primarily to the drilling of up to
three low-risk horizontal development wells, expected to provide
additional near-term cash flow generation
-- Drilling expected to begin late in the fourth quarter of
2021, with first production anticipated early in the first quarter
of 2022
-- Total capex for the drilling program at Gwinville is up to
C$15.25 million (approximately US$12 million)
Ian Atkinson, President and CEO of Southern, commented :
"We are pleased to announce today's equity financing, which
builds upon the strong momentum within the business. The Offering
is intended to fund a program for up to three high-impact
development wells in our Gwinville gas field, where we expect to
see new production online in early Q1 2022, positioning Southern to
significantly grow its production, reserves and cash flow, and
initiate continuous development of the Gwinville gas field."
"Southern is uniquely positioned to capitalize on the current
gas price environment to expedite development activity on its
portfolio of operated, low cost, high return drilling
locations."
"The funds raised through the Offering will be directed towards
progressing some of the key opportunities which we have identified
within our portfolio which have the capability to add substantial
and immediate cash flow; facilitating further growth for our
shareholders."
The Prospectus Offering
Eight Capital (the "Lead Agent"), INFOR Financial Inc., Haywood
Securities Inc. and Canaccord Genuity Corp. (collectively with the
Lead Agent, the "Agents") will conduct the Prospectus Offering on a
"best efforts" basis as the Company's agents in each of the
provinces of Canada, except Québec. The Common Shares offered
pursuant to the Prospectus Offering (the "Prospectus Shares") may
also be offered for sale in the United States on a private
placement basis pursuant to an exemption from the registration
requirements of the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") and applicable state laws.
The Company has granted to the Agents an option (the
"Over-Allotment Option") to increase the size of the Prospectus
Offering by up to an additional number of Prospectus Shares equal
to 15% of the total number of Prospectus Shares to be issued under
the Prospectus Offering, to cover over-allotments, if any, and for
market stabilization purposes, exercisable at any time and from
time to time up to 30 days following the closing of the Prospectus
Offering.
A copy of the preliminary prospectus (the "Preliminary
Prospectus"), which was filed in each of the provinces of Canada,
except Québec, contains important information relating to the
Prospectus Offering and the Prospectus Shares, and is available on
SEDAR at www.sedar.com or by contacting the Lead Agent at
ecm@viiicapital.com. The Preliminary Prospectus is still subject to
completion or amendment. There will not be any sale or any
acceptance of an offer to buy the Prospectus Shares until a receipt
for the final short form prospectus has been issued.
The Prospectus Offering is subject to a number of conditions,
including, without limitation, the entering into of a definitive
agency agreement and receipt of all regulatory approvals, including
the approval of the TSX Venture Exchange (the "TSXV") and admission
of the Prospectus Shares to trading on AIM. There can be no
assurance as to whether or when the Prospectus Offering may be
completed, or as to the actual size or terms of the Prospectus
Offering.
The Placing
The Company has appointed Hannam & Partners ("H&P") as
the Company's agent to use its reasonable endeavours to procure
subscribers for the Placing Shares. The Placing is not
underwritten.
The Company intends that the Placing will be conducted in
conjunction with the Prospectus Offering but is not
inter-conditional with the Prospectus Offering. Closing of the
Placing is intended to coincide with the closing of the Prospectus
Offering. Further details of the Placing will be announced in due
course.
Use of Proceeds and further details of the Offering
The Company intends to use the net proceeds of the Offering to
drill up to three horizontal Selma Chalk wells in the Gwinville
field and for working capital and general corporate purposes. The
three wells will all be drilled from a common padsite and then
completed with multi-stage stimulations. Following successful
completion, tie-in and wellsite equipping operations, first
production from the wells is anticipated in the first quarter of
2022. The total capital expenditure for the above drilling program
is up to C$15.25 million (approximately US$12.0 million).
Closing of the Prospectus Offering is expected to occur on or
about November 11, 2021.
Application will be made to: (a) the London Stock Exchange for
Admission of the Placing Shares and the Prospectus Shares to
trading on AIM; and (b) the TSXV for listing of the Placing Shares
and the Prospectus Shares for trading on the facilities of the
TSXV.
Timing for admission of the Prospectus Shares to trading on AIM
and the TSXV will be confirmed in due course and is subject to a
number of conditions, including, without limitation, the entering
into of a definitive agency agreement and receipt of all regulatory
approvals, including the approval of the TSXV.
Without prior written approval of the TSXV and compliance with
all applicable Canadian securities laws, the Placing Shares may not
be sold, transferred, hypothecated or otherwise traded on or
through the facilities of TSXV or otherwise in Canada or to or for
the benefit of a Canadian resident until the date that is four
months and a day after the date of issuance.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance or the South African Reserve
Bank; and the Placing Shares have not been, nor will they be,
registered or qualified for distribution, as applicable under or
offered in compliance with the securities laws of any state,
province or territory of United States, Australia, New Zealand,
Canada, Japan or South Africa. Accordingly, the Placing Shares may
not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Australia, New Zealand,
Canada, Japan or South Africa or any other jurisdiction in which
such offer, sale, resale or delivery would be unlawful.
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
+44 (0) 20 7409
Strand Hanson Limited - Nominated & Financial 3494
Adviser
James Spinney / James Bellman
+44 (0) 20 7907
Hannam & Partners - Joint Broker 8500
Samuel Merlin / Ernest Bell
Canaccord Genuity - Joint Broker +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
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.
http://www.southernenergycorp.com
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 H&P nor any of its 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 the Announcement) 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.
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.
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END
IOEDZMZGVRMGMZM
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October 28, 2021 12:47 ET (16:47 GMT)
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