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Press release from CNW Group

CEQUENCE ENERGY LTD. ANNOUNCES PRIVATE PLACEMENT OF FLOW THROUGH UNITS

Tuesday, November 02, 2010

CEQUENCE ENERGY LTD. ANNOUNCES PRIVATE PLACEMENT OF FLOW THROUGH UNITS06:01 EDT Tuesday, November 02, 2010CALGARY, Nov. 2 /CNW/ - Cequence Energy Ltd. ("Cequence" or the "Company") (TSX: "CQE") is pleased to announce that it has entered into an agreement with a third party investor pursuant to which the Company will issue an aggregate of 2.25 million units to the investor at a price of $2.00 per unit for aggregate gross proceeds of approximately $4.5 million. The proceeds of this issue will allow Cequence greater financial flexibility in planning its upcoming winter capital program pursuant to which the Company plans to delineate the potential of its recent Wilrich and Cardium drilling successes in the Simonette and Garrington areas of Alberta. Each unit will be comprised of: (i) one common share (a "CDE Flow Through Share") to be issued on a flow through basis; (ii) one common share purchase warrant expiring in 2011 (a "2011 Warrant") to be issued on a flow through basis; and (iii) one common share purchase warrant expiring in 2012 (a "2012 Warrant") to be issued on a flow through basis.The CDE Flow Through Shares will entitle the purchaser thereof to renunciations from Cequence of Canadian development expenses in an amount equal to the subscription price of such share.Each 2011 Warrant will entitle the subscriber to acquire one common share at any time on or after August 1, 2011 and prior to 11:59 p.m. on August 15, 2011 (the "Expiry Time") upon payment of the exercise price thereof. Each Cequence common share acquired upon exercise of a 2011 Warrant will entitle the investor to renunciations of Canadian development expenses in an amount equal to the subscription price of such share. The exercise price of the 2011 Warrants will be a 10% premium to the 10 day volume weighted average trading price of the Cequence common shares on the TSX for the period July 18, 2011 to July 29, 2011, inclusive. To provide the Company assurance that the investor will exercise the 2011 Warrants, the investor has agreed to place an aggregate of 1.5 million common shares into escrow which shares shall be forfeited to Cequence for cancellation if all of the 2011 Warrants are not exercised in accordance with their terms.The 2012 Warrants will vest and become exercisable only if the 2011 Warrants are exercised in accordance with their terms, failing which the 2012 Warrants will become null and void. If all of the 2011 Warrants are exercised prior to the Expiry Time, each 2012 Warrant will entitle the investor to acquire one common share at any time on or after August 1, 2012 and prior to 11:59 p.m. on August 15, 2012 upon payment of the exercise price thereof. Each Cequence common share acquired upon exercise of a 2012 Warrant will entitle the investor to renunciations of Canadian development expenses in an amount equal to the subscription price of such share. The exercise price of the 2012 Warrants shall be a 10% premium to the 10 day volume weighted average trading price of the Cequence common shares on the TSX for the period July 18, 2012 to July 31, 2012, inclusive.Cequence intends to use the proceeds of the private placement to incur eligible Canadian development expenses.The closing of the private placement is subject to the receipt of the approval of the Toronto Stock Exchange.Forward Looking InformationCertain information included in this press release constitutes forward-looking information under applicable securities legislation. Such forward-looking information is provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions. 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 press release may include, but is not limited to, information with respect to: operational decisions and the timing thereof, development and exploration plans and the timing thereof; and future production levels. Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect. Although the Company believes that the expectations reflected in such forward-looking information is reasonable, undue reliance should not be placed on forward-looking information because the Company can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this press release, assumptions have been made regarding and are implicit in, among other things: the timely receipt of any required regulatory approvals; the ability of the Company to obtain qualified staff, equipment and services in a timely and cost efficient manner; the ability of the Company to incur CDE eligible expenses; future oil and natural gas prices; currency, exchange and interest rates; the regulatory framework regarding royalties, taxes and environmental matters; and the ability of the Company to successfully market its oil and natural gas products. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used.Forward-looking information is based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by the Company and described in the forward-looking information. The material risk factors affecting the Company and its business are contained in the Company's Annual Information Form which is available under the Company's issuer profile on SEDAR at www.sedar.com.The forward-looking information contained in this press release is made as of the date hereof and the Company 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 press release is expressly qualified by this cautionary statement.Additional AdvisoriesThe Toronto Stock Exchange has neither approved nor disapproved the contents of this press release.%SEDAR: 00023788EFor further information: Paul Wanklyn, President and Chief Executive Officer, (403) 218-8850, pwanklyn@cequence-energy.com or David Gillis, Vice President, Finance and Chief Financial Officer, (403) 806-4041, dgillis@cequence-energy.com