|By PR Newswire||
|April 10, 2014 06:01 PM EDT||
SAINT HELIER, Jersey, April 10, 2014 /PRNewswire/ --
LONGREACH OIL AND GAS LIMITED (TSXV: LOI) (the "Company" or "Longreach") is pleased to announce that it has closed today a non-brokered private placement of units with investors for aggregate gross proceeds to the Company of $9,700,000 (the "Private Placement"). The subscription price per unit was $1,000 and each unit consisted of one 10% secured convertible debenture of the Company in the principal amount of $1,000 (collectively, the "Debentures") and 1,000 ordinary share purchase warrants (collectively, the "Warrants").
Net proceeds of the Private Placement will be used to support the ongoing drilling of the Company's Kamar well at Sidi Moktar and for general corporate and administrative purposes. The completion of the Private Placement (described initially in the Company's press release dated March 3, 2014) will permit the Company to continue with its contracted drilling activities of the Kamar well at Sidi Moktar. The Company intends to refinance or repay the indebtedness under the Debentures through the proceeds of a subsequent public or private offering of equity securities, which may include a rights offering to all shareholders of the Company.
The Debentures mature two years from the date of closing and bear interest at a rate of 10% per annum, payable quarterly in arrears. Following the first anniversary of the date of closing, holders of Debentures may convert from time to time, in whole or in part, outstanding principal under the Debentures into ordinary shares of the Company ("Shares") at a conversion price equal to the greater of: (a) $0.30 (subject to typical adjustments in certain circumstances); and (b) the current market price of the Shares at the time of conversion (based on the volume weighted average trading price of the Shares for the 20 trading days ending on the fifth trading day preceding the date of conversion). Holders of Debentures are restricted from converting Debentures without the approval of the TSX Venture Exchange if, as a result of conversion, the holder would hold more than 20% of the issued Shares. In addition, following the first anniversary of the date of closing, the Company may redeem from time to time, in whole or in part, outstanding principal under the Debentures for cash at a redemption price equal to the face value of the principal amount being redeemed, plus an amount equal to three months of interest calculated on the amount of Debentures being redeemed.
The obligations of the Company under the Debentures are secured by a security interest in the Company's present and after acquired property and, in connection therewith, the Company and holders of Debentures have executed a general security agreement under the laws of Jersey (Channel Islands) providing a security interest in favour of the Debenture holders.
The Debentures provide customary events of default including failure to pay interest when due within 30 days, failure to repay principal on redemption or maturity, and the occurrence of insolvency events or proceedings. In addition, the Company has made certain covenants in favour of holders of Debentures, including covenanting not to incur additional indebtedness, covenanting to use commercially reasonable efforts to complete an equity financing within one year for the purpose of repaying or refinancing the Debentures, and covenanting to use commercially reasonable efforts to seek shareholder approval in certain circumstances for the creation of a new control person, if requested by a holder of Debentures who would otherwise need such approval in order to permit the full conversion of Debentures.
Each Warrant is exercisable for a term of two years following closing and may be exercised for one Share at an exercise price of $0.30 per Share (subject to typical adjustments in certain circumstances). Holders of Warrants are also restricted from exercising Warrants without the approval of the TSX Venture Exchange if, as a result of exercise, the holder would hold more than 20% of the issued Shares.
A commission in the amount of $315,800, representing approximately 3.26% of the gross proceeds, is payable to a finder in connection with the Private Placement.
Two of the investors in the Private Placement, being Dundee Corporation ("Dundee") and funds advised by West Face Capital Inc. ("West Face"), are significant shareholders of Longreach, holding 12,291,146 Shares (representing approximately 15.15% of the issued Shares) and 8,571,453 Shares (representing approximately 10.56% of the issued Shares), respectively. Accordingly, the participation of these insiders in the Private Placement is considered a "related party transaction" pursuant to applicable securities laws and the policies of the TSX Venture Exchange (the "TSXV").
Dundee subscribed for a total of 2,820 units comprised of $2,820,000 principal amount of Debentures and 2,820,000 Warrants. Assuming Dundee fully converted the principal of the Debentures at the minimum conversion price of $0.30 and fully exercised its Warrants at $0.30 per Warrant, and assuming there was no restriction on conversion and exercise as discussed above, Dundee would hold 24,511,146 Shares representing approximately 26.25% of the issued Shares (calculated on a partially diluted basis).
West Face subscribed for a total of 1,880 units comprised of $1,880,000 principal amount of Debentures and 1,880,000 Warrants. Assuming West Face fully converted the principal amount of the Debentures at the minimum conversion price of $0.30 and fully exercised its Warrants at $0.30 per Warrant, West Face would hold 16,718,119 Shares representing approximately 18.72% of the issued Shares (calculated on a partially diluted basis).
The Private Placement was unanimously approved by the board of directors of the Company (the "Board"), excluding two directors who, as a result of their position with the participating insiders, declared their interest in the Private Placement and abstained from voting. The Board has determined that the fair market value of the consideration for, and the subject matter of, the Private Placement, as it relates to the participation by related parties, is less than 25% of the Company's market capitalization. Accordingly, the Company is exempt from the requirement to obtain a formal valuation and minority shareholder approval for the Private Placement. The Company did not file a material change report at least 21 days prior to the closing of the Private Placement because the participation of, and subscription agreements with, participating insiders was not known or entered into until immediately prior to closing.
The Private Placement remains subject to final acceptance by the TSXV. The Debentures and Warrants (and the Shares which may be issuable pursuant to the conversion and exercise thereof) are subject to a four month hold period ending August 11, 2014.
All monetary amounts referred to in this press release are to Canadian dollars.
Longreach is an independent oil and gas company focused on its significant land position in Morocco. The Company has a 50% operated interest in the Sidi Moktar license area covering 2,683 square kilometres and is working closely with ONHYM as a committed long-term partner to unlock the hydrocarbon potential of the region. Morocco offers a politically stable environment to work within and has extremely favourable fiscal terms to energy producers. Longreach is a public company listed on the TSX Venture Exchange under the symbol "LOI".
About West Face Capital Inc.
West Face Capital Inc. is one of Canada's leading alternative investment managers combining control-through-distressed, high-yield, negotiated finance, proactive equity, and private equity activities. West Face's capabilities are underpinned by a seasoned multi-disciplinary investment team, proprietary origination channels, deep sector expertise, and the ability to address investment targets in domestic and international markets.
Special Note Regarding Forward Looking Statements
This press release contains forward-looking statements. These statements relate to future events or the Company's future performance. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "project", "potential", "targeting", "intend", "could", "might", "continue" or the negative of these terms or other similar terms. Forward-looking statements in this press release include, but are not limited to, statements regarding the potential future equity offering by the Company for the purpose of repaying or refinancing the Debentures, as well as the continued development of the Company's projects in Morocco. Forward-looking statements are only predictions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Some of the risks and other factors which could cause results to differ materially from those expressed in the forward-looking statements contained in this press release include, but are not limited to: general economic conditions in Canada, the Kingdom of Morocco and globally; industry conditions, including fluctuations in the price of oil and gas, governmental regulation of the oil and gas industry, including environmental regulation; fluctuation in foreign exchange or interest rates; risks inherent in oil and gas operations; political risk, including geological, technical, drilling and processing problems; unanticipated operating events which could cause commencement of drilling and production to be delayed; the need to obtain consents and approvals from industry partners, regulatory authorities and other third-parties; stock market volatility and market valuations; competition for, among other things, capital, acquisitions of reserves, undeveloped land and skilled personnel; incorrect assessments of the value of acquisitions or resource estimates; any future inability to obtain additional funding, when required, on acceptable terms or at all; credit risk; changes in legislation; any unanticipated disputes or deficiencies related to title matters; dependence on management and key personnel; and risks associated with operating in and being part of a joint venture. Although the forward-looking statements contained in this press release are based upon assumptions which management of the Company believes to be reasonable, the Company cannot assure that actual results will be consistent with its expectations and assumptions. Material factors and assumptions which management of the Company has considered in connection with making the forward-looking statements in this press release include that the Company will be able to raise adequate proceeds and refinance or repay the Debentures on terms acceptable to the Company. Undue reliance should not be placed on the forward-looking statements contained in this news release as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. These statements speak only as of the date of this press release, and the Company does not undertake any obligation to publicly update or revise any forward-looking statements except as expressly required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information:
Chief Financial Officer and Secretary
SOURCE Longreach Oil and Gas Limited
Cloud computing is unquestionably one of the driving forces of DevOps, as the automation of operations transforms enterprise software development. DevOps, however, is more than a technology trend, as it represents a move toward silo-busting, self-organizing horizontal teams that drive business velocity. At the same time, enterprise Digital Transformation represents an upheaval across the enterprise, as customer preferences and behavior drive enterprise technology decisions. This transformation ...
Dec. 1, 2015 03:45 PM EST
"eFolder does a lot of different things but we protect data and we are focused on protecting data no matter where it resides," explained Carlo Tapia, Product Marketing Manager at eFolder, in this SYS-CON.tv interview at Cloud Expo, held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 1, 2015 03:20 PM EST
Most of the IoT Gateway scenarios involve collecting data from machines/processing and pushing data upstream to cloud for further analytics. The gateway hardware varies from Raspberry Pi to Industrial PCs. The document states the process of allowing deploying polyglot data pipelining software with the clear notion of supporting immutability. In his session at @ThingsExpo, Shashank Jain, a development architect for SAP Labs, discussed the objective, which is to automate the IoT deployment proces...
Dec. 1, 2015 03:00 PM EST Reads: 144
Just over a week ago I received a long and loud sustained applause for a presentation I delivered at this year’s Cloud Expo in Santa Clara. I was extremely pleased with the turnout and had some very good conversations with many of the attendees. Over the next few days I had many more meaningful conversations and was not only happy with the results but also learned a few new things. Here is everything I learned in those three days distilled into three short points.
Dec. 1, 2015 03:00 PM EST Reads: 383
DevOps is about increasing efficiency, but nothing is more inefficient than building the same application twice. However, this is a routine occurrence with enterprise applications that need both a rich desktop web interface and strong mobile support. With recent technological advances from Isomorphic Software and others, rich desktop and tuned mobile experiences can now be created with a single codebase – without compromising functionality, performance or usability. In his session at DevOps Su...
Dec. 1, 2015 02:45 PM EST Reads: 445
In demand-intensive mobile and web applications, an emerging pattern is to host the Systems of Engagement in the cloud (for maximum responsiveness) but keep the Systems of Record with the other important business systems in the company datacenter, often on a tightly secured mainframe. But what about the space in between? In this IBM Redpaper publication, we show that the IBM Bluemix cloud platform offers technologies that make it easy for cloud-based SoEs to securely connect to on-premises IBM...
Dec. 1, 2015 02:45 PM EST
As organizations realize the scope of the Internet of Things, gaining key insights from Big Data, through the use of advanced analytics, becomes crucial. However, IoT also creates the need for petabyte scale storage of data from millions of devices. A new type of Storage is required which seamlessly integrates robust data analytics with massive scale. These storage systems will act as “smart systems” provide in-place analytics that speed discovery and enable businesses to quickly derive meaningf...
Dec. 1, 2015 02:15 PM EST Reads: 449
In his keynote at @ThingsExpo, Chris Matthieu, Director of IoT Engineering at Citrix and co-founder and CTO of Octoblu, focused on building an IoT platform and company. He provided a behind-the-scenes look at Octoblu’s platform, business, and pivots along the way (including the Citrix acquisition of Octoblu).
Dec. 1, 2015 02:00 PM EST Reads: 545
In his General Session at 17th Cloud Expo, Bruce Swann, Senior Product Marketing Manager for Adobe Campaign, explored the key ingredients of cross-channel marketing in a digital world. Learn how the Adobe Marketing Cloud can help marketers embrace opportunities for personalized, relevant and real-time customer engagement across offline (direct mail, point of sale, call center) and digital (email, website, SMS, mobile apps, social networks, connected objects).
Dec. 1, 2015 01:45 PM EST Reads: 354
OpsHub, Inc. has announced enhanced support for DevOps and Migration for both Team Foundation Server and Visual Studio On-line in a heterogeneous environment. With added support for build and release entities in OpsHub Integration Manager (OIM) Microsoft customers can now leverage Visual Studio build and release services to manage DevOps processes in a heterogeneous environment. With the enhanced support customers can manage the DevOps process in Team Foundation Server while undertaking activit...
Dec. 1, 2015 01:42 PM EST
The buzz continues for cloud, data analytics and the Internet of Things (IoT) and their collective impact across all industries. But a new conversation is emerging - how do companies use industry disruption and technology enablers to lead in markets undergoing change, uncertainty and ambiguity? Organizations of all sizes need to evolve and transform, often under massive pressure, as industry lines blur and merge and traditional business models are assaulted and turned upside down. In this new da...
Dec. 1, 2015 01:15 PM EST Reads: 305
SYS-CON Events announced today that Catchpoint, a global leader in monitoring, and testing the performance of online applications, has been named "Silver Sponsor" of DevOps Summit New York, which will take place on June 7-9, 2016 at the Javits Center in New York City. Catchpoint radically transforms the way businesses manage, monitor, and test the performance of online applications. Truly understand and improve user experience with clear visibility into complex, distributed online systems.Founde...
Dec. 1, 2015 12:15 PM EST
With all the incredible momentum behind the Internet of Things (IoT) industry, it is easy to forget that not a single CEO wakes up and wonders if “my IoT is broken.” What they wonder is if they are making the right decisions to do all they can to increase revenue, decrease costs, and improve customer experience – effectively the same challenges they have always had in growing their business. The exciting thing about the IoT industry is now these decisions can be better, faster, and smarter. Now ...
Dec. 1, 2015 12:00 PM EST Reads: 309
In recent years, at least 40% of companies using cloud applications have experienced data loss. One of the best prevention against cloud data loss is backing up your cloud data. In his General Session at 17th Cloud Expo, Sam McIntyre, Partner Enablement Specialist at eFolder, presented how organizations can use eFolder Cloudfinder to automate backups of cloud application data. He also demonstrated how easy it is to search and restore cloud application data using Cloudfinder.
Dec. 1, 2015 12:00 PM EST Reads: 231
The Internet of Everything is re-shaping technology trends–moving away from “request/response” architecture to an “always-on” Streaming Web where data is in constant motion and secure, reliable communication is an absolute necessity. As more and more THINGS go online, the challenges that developers will need to address will only increase exponentially. In his session at @ThingsExpo, Todd Greene, Founder & CEO of PubNub, exploreed the current state of IoT connectivity and review key trends and t...
Dec. 1, 2015 11:45 AM EST Reads: 474