|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
This week, the team assembled in NYC for @Cloud Expo 2015 and @ThingsExpo 2015. For the past four years, this has been a must-attend event for MetraTech. We were happy to once again join industry visionaries, colleagues, customers and even competitors to share and explore the ways in which the Internet of Things (IoT) will impact our industry. Over the course of the show, we discussed the types of challenges we will collectively need to solve to capitalize on the opportunity IoT presents.
Oct. 13, 2015 07:30 PM EDT Reads: 130
As more intelligent IoT applications shift into gear, they’re merging into the ever-increasing traffic flow of the Internet. It won’t be long before we experience bottlenecks, as IoT traffic peaks during rush hours. Organizations that are unprepared will find themselves by the side of the road unable to cross back into the fast lane. As billions of new devices begin to communicate and exchange data – will your infrastructure be scalable enough to handle this new interconnected world?
Oct. 13, 2015 07:15 PM EDT Reads: 133
WebRTC converts the entire network into a ubiquitous communications cloud thereby connecting anytime, anywhere through any point. In his session at WebRTC Summit,, Mark Castleman, EIR at Bell Labs and Head of Future X Labs, will discuss how the transformational nature of communications is achieved through the democratizing force of WebRTC. WebRTC is doing for voice what HTML did for web content.
Oct. 13, 2015 07:00 PM EDT Reads: 1,495
Today’s connected world is moving from devices towards things, what this means is that by using increasingly low cost sensors embedded in devices we can create many new use cases. These span across use cases in cities, vehicles, home, offices, factories, retail environments, worksites, health, logistics, and health. These use cases rely on ubiquitous connectivity and generate massive amounts of data at scale. These technologies enable new business opportunities, ways to optimize and automate, al...
Oct. 13, 2015 07:00 PM EDT Reads: 281
Containers are all the rage among developers and web companies, but they also represent two very substantial benefits to larger organizations. First, they have the potential to dramatically accelerate the application lifecycle from software builds and testing to deployment and upgrades. Second they represent the first truly hybrid-approach to consuming infrastructure, allowing organizations to run the same workloads on any cloud, virtual machine or physical server. Together, they represent a ver...
Oct. 13, 2015 06:45 PM EDT Reads: 262
As operational failure becomes more acceptable to discuss within the software industry, the necessity for holding constructive, actionable postmortems increases. But most of what we know about postmortems from "pop culture" isn't actually relevant for the software systems we work on and within. In his session at DevOps Summit, J. Paul Reed will look at postmortem pitfalls, techniques, and tools you'll be able to take back to your own environment so they will be able to lay the foundations for h...
Oct. 13, 2015 06:30 PM EDT Reads: 237
Through WebRTC, audio and video communications are being embedded more easily than ever into applications, helping carriers, enterprises and independent software vendors deliver greater functionality to their end users. With today’s business world increasingly focused on outcomes, users’ growing calls for ease of use, and businesses craving smarter, tighter integration, what’s the next step in delivering a richer, more immersive experience? That richer, more fully integrated experience comes ab...
Oct. 13, 2015 06:15 PM EDT Reads: 1,231
For almost two decades, businesses have discovered great opportunities to engage with customers and even expand revenue through digital systems, including web and mobile applications. Yet, even now, the conversation between the business and the technologists that deliver these systems is strained, in large part due to misaligned objectives. In his session at DevOps Summit, James Urquhart, Senior Vice President of Performance Analytics at SOASTA, Inc., will discuss how measuring user outcomes –...
Oct. 13, 2015 06:00 PM EDT Reads: 552
SYS-CON Events announced today that Super Micro Computer, Inc., a global leader in high-performance, high-efficiency server, storage technology and green computing, will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Supermicro (NASDAQ: SMCI), the leading innovator in high-performance, high-efficiency server technology is a premier provider of advanced server Building Block Solutions® for Data ...
Oct. 13, 2015 06:00 PM EDT Reads: 232
SYS-CON Events announced today the Containers & Microservices Bootcamp, being held November 3-4, 2015, in conjunction with 17th Cloud Expo, @ThingsExpo, and @DevOpsSummit at the Santa Clara Convention Center in Santa Clara, CA. This is your chance to get started with the latest technology in the industry. Combined with real-world scenarios and use cases, the Containers and Microservices Bootcamp, led by Janakiram MSV, a Microsoft Regional Director, will include presentations as well as hands-on...
Oct. 13, 2015 06:00 PM EDT Reads: 209
SYS-CON Events announced today that Dyn, the worldwide leader in Internet Performance, will exhibit at SYS-CON's 17th International Cloud Expo®, which will take place on November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Dyn is a cloud-based Internet Performance company. Dyn helps companies monitor, control, and optimize online infrastructure for an exceptional end-user experience. Through a world-class network and unrivaled, objective intelligence into Internet condit...
Oct. 13, 2015 04:00 PM EDT Reads: 729
SYS-CON Events announced today that Sandy Carter, IBM General Manager Cloud Ecosystem and Developers, and a Social Business Evangelist, will keynote at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA.
Oct. 13, 2015 03:15 PM EDT Reads: 257
Saviynt Inc. has announced the availability of the next release of Saviynt for AWS. The comprehensive security and compliance solution provides a Command-and-Control center to gain visibility into risks in AWS, enforce real-time protection of critical workloads as well as data and automate access life-cycle governance. The solution enables AWS customers to meet their compliance mandates such as ITAR, SOX, PCI, etc. by including an extensive risk and controls library to detect known threats and b...
Oct. 13, 2015 03:00 PM EDT Reads: 329
DevOps Summit, taking place at the Santa Clara Convention Center in Santa Clara, CA, and Javits Center in New York City, is co-located with 17th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait...
Oct. 13, 2015 02:30 PM EDT Reads: 202
Overgrown applications have given way to modular applications, driven by the need to break larger problems into smaller problems. Similarly large monolithic development processes have been forced to be broken into smaller agile development cycles. Looking at trends in software development, microservices architectures meet the same demands. Additional benefits of microservices architectures are compartmentalization and a limited impact of service failure versus a complete software malfunction....
Oct. 13, 2015 02:15 PM EDT Reads: 359