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Press release from CNW Group

Legacy Oil + Gas Inc. announces closing of subscription receipt offering

Tuesday, July 06, 2010

Legacy Oil + Gas Inc. announces closing of subscription receipt offering09:19 EDT Tuesday, July 06, 2010/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW./CALGARY, July 6 /CNW/ - Legacy Oil + Gas Inc. ("Legacy") (TSX:LEG) is pleased to announce that it has completed its previously announced bought deal subscription receipt financing. Legacy, through a syndicate of underwriters co-led by GMP Securities L.P. and Macquarie Capital Markets Canada Ltd. and which included FirstEnergy Capital Corp., BMO Capital Markets, National Bank Financial Inc., Canaccord Genuity Corp., Cormark Securities Inc., Raymond James Ltd. and Scotia Capital Inc. (collectively, the "Underwriters") issued a total of 20,000,000 subscription receipts ("Subscription Receipts") at a price of $11.80 per Subscription Receipt to raise gross proceeds of $236 million. The Underwriters have an option to subscribe for up to an additional 3,000,000 Subscription Receipts at the offering price of $11.80 per Subscription Receipt at any time up to 30 days following the date hereof (the "Underwriters Option"). If the Underwriters Option is exercised in whole or in part following the Acquisition (as defined below), an equal number of common shares of Legacy will be issued in lieu of the Subscription Receipts.The gross proceeds of the Subscription Receipt financing will be held in escrow pending the completion of the previously announced acquisition by the Corporation of all of the outstanding shares of CanEra Resources Inc. (the "Acquisition"). If the Acquisition is completed on or before September 15, 2010, the proceeds will be released to Legacy and each Subscription Receipt will be exchanged for one common share of Legacy for no additional consideration. If the Acquisition is not completed on or before September 15, 2010 or the Acquisition is terminated at an earlier time, holders of Subscription Receipts will receive a cash payment equal to the offering price of the Subscription Receipts and any interest that was earned thereon during the term of the escrow. Closing of the Acquisition is expected to occur on or about July 7, 2010.The Subscription Receipts will be listed for trading on the TSX under the symbol LEG.R.Legacy is a uniquely positioned, technically driven intermediate oil and natural gas company with a proven management team committed to aggressive, cost-effective growth of light oil reserves and production in large hydrocarbon in-place assets and resource plays. Legacy's common shares trade on the TSX under the symbol LEG.This press release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities in the United States, nor shall there be any sale of securities mentioned in this press release in any state in the United States in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.NEITHER THE TSX NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.FORWARD LOOKING STATEMENTS: This press release contains a forward-looking statement. More particularly, this press release contains a statement concerning the anticipated date for the closing of the Acquisition. The forward-looking statement contained in this document is based on certain key expectations and assumptions made by Legacy, including expectations and assumptions concerning the obtaining of the necessary regulatory approvals and the satisfaction of applicable conditions to the closing of the Acquisition. Although Legacy believes that the expectations and assumptions on which the forward-looking statement is based are reasonable, undue reliance should not be placed on the forward-looking statements because Legacy 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 failure to obtain necessary regulatory approvals or satisfy the conditions to closing the Acquisition or the failure by other parties to the Acquisition to perform their obligations thereunder. The forward-looking statement contained in this document is made as of the date hereof and Legacy undertakes no obligation to update publicly or revise any forward-looking statement or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.%SEDAR: 00023400EFor further information: Trent J. Yanko, P.Eng., President + CEO, Legacy Oil + Gas Inc., 3900, Bow Valley Square II, 205 - 5th Avenue S.W., Calgary, AB, T2P 2V7, Telephone: 403.441.2300, Fax: 403.441.2017; Matt Janisch, P.Eng., Vice-President, Finance + CFO, Legacy Oil + Gas Inc., 3900, Bow Valley Square II, 205 - 5th Avenue S.W., Calgary, AB, T2P 2V7, Telephone: 403.441.2300, Fax: 403.441.2017