Press release from Marketwire
Spartan Oil Corp. Announces $50 Million Bought Deal Financing
Tuesday, February 21, 2012
Spartan Oil Corp. Announces $50 Million Bought Deal Financing16:46 EST Tuesday, February 21, 2012CALGARY, ALBERTA--(Marketwire - Feb. 21, 2012) -NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OF FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW. Spartan Oil Corp. ("Spartan" or the "Company") (TSX:STO) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Clarus Securities Inc. and including GMP Securities L.P., Peters & Co. Limited, AltaCorp Capital Inc., and Scotiabank (collectively, the "Underwriters") pursuant to which the Underwriters have agreed to purchase, on a bought deal private placement basis, 11,364,000 special warrants ("Special Warrants") of the Company at an issue price of $4.40 per Special Warrant, for gross proceeds of $50,001,600 (the "Bought Deal Financing"). The Underwriters have also been granted an option to purchase up to an additional 1,704,600 Special Warrants at the same price, exercisable by the Underwriters at any time up to the day that is 30 days after the closing of the offering for additional gross proceeds of up to $7,500,240.Each Special Warrant will entitle the holder thereof to receive one common share (a "Common Share") of Spartan on the earlier of the date that is: (a) four months and a day following the closing, and (b) the day on which a receipt is issued for a final prospectus by the securities regulatory authorities in each of the provinces where the Special Warrants are sold (such provinces to exclude the Province of Québec) qualifying the distribution of the Common Shares issuable upon the exercise of the Special Warrants; provided that if a receipt is not issued on or before May 7, 2012, each Special Warrant will entitle the holder thereof to 1.1 Common Shares. Spartan shall use its commercially reasonable best efforts to obtain such receipt as soon as practicable. Until the receipt is issued for such prospectus, the Special Warrants will be subject to a four month hold period under applicable Canadian securities laws.Closing is expected on or about March 8, 2012, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange to the listing of the Common Shares underlying the Special Warrants. The securities to be issued under this offering will be offered by way of private placement exemptions in all the provinces of Canada other than Quebec, offshore, including in the United Kingdom pursuant to applicable exemptions, and in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended.Net proceeds of the Bought Deal Financing will be used to fund the Company's drilling operations and for general corporate purposes. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The Special Warrants and the underlying Common Shares have not and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold in the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.The Company is engaged in the business of acquiring crude oil and natural gas properties and exploring for, developing and producing oil and natural gas in western Canada. Spartan is uniquely positioned with a significant position in two of the leading oil resource plays in western Canada, being the Cardium light oil play in central Alberta and the Bakken light oil resource play in southeast Saskatchewan. READER ADVISORYCertain information set forth in this press release contains forward-looking statements. Specifically, this press release contains forward-looking statements concerning the anticipated use of proceeds of the Bought Deal Financing and the anticipated closing of the Bought Deal Financing. The anticipated closing date assumes that prior to that date, Spartan will obtain all necessary regulatory approvals. The anticipated use of proceeds assumes that the Bought Deal Financing will occur as contemplated and assumes the existence of certain other conditions with respect to the capital expenditure program of Spartan, general economic conditions and commodity prices. In each case, the risk factors that could cause actual results to vary from results expressed or implied by the forward looking statements contained in this press release are primarily events beyond Spartan's control that preclude Spartan from satisfying all applicable pre-conditions and include the risks that the Bought Deal Financing may not close. These forward-looking statements may prove to be incorrect and undue reliance should not be placed on them. These forward-looking statements are made as of the date hereof and unless otherwise required by applicable law, Spartan disclaims any intention or obligation to update or revise such forwardlooking statements, whether as a result of new information, future events or otherwise.FOR FURTHER INFORMATION PLEASE CONTACT: Richard F. McHardySpartan Oil Corp.President & CEO(403) 457-4006(403) 457-4028 (FAX)ORMichelle A. WigginsSpartan Oil Corp.Vice President Finance & CFO(403) 457-4006(403) 457-4028 (FAX)firstname.lastname@example.orgThe Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this release.