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Press release from CNW Group

Sterling Resources Announces Offering of Common Shares and Breagh Operational Update

Tuesday, November 13, 2012

Sterling Resources Announces Offering of Common Shares and Breagh Operational Update15:38 EST Tuesday, November 13, 2012/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/  CALGARY, Nov. 13, 2012 /CNW/ - Sterling Resources Ltd. (TSX-V: SLG) ("Sterling" or the "Company") is pleased to announce that it has filed with and obtained a receipt for a preliminary prospectus from the securities regulatory authorities in all of the provinces of Canada (excluding Quebec)(the "Qualifying Provinces"), in connection with a marketed offering (the "Offering") of common shares in the capital of the Company (the "Common Shares"). The Offering will be led by RBC Capital Markets as lead underwriter on behalf of a syndicate of underwriters (the "Underwriters"). The Company and the Underwriters have not yet entered into an underwriting agreement in connection with the Offering. The number of Common Shares to be issued and the price at which they will be offered will be determined in the context of the market.The Company is targeting to raise up to C$45 million in aggregate gross proceeds pursuant to the Offering. The Company intends to use the net proceeds from the Offering to ensure that it has sufficient funds for certain planned capital costs and key expenditures that it expects to make during the fourth quarter of 2012 and the first and second quarters of 2013, including, but not limited to, costs and expenditures related to exploration activities, seismic surveys, general and administrative expenses, minor license related costs, ongoing costs related to its operations at the Breagh gas field and transferring funds into a restricted account in connection with its credit facility or repaying sums already drawn thereunder (collectively, the "Key Expenditures and Capital Costs"). Although the Company expects that additional proceeds or funds may be available to it prior to the end of the second quarter of 2013 from: (a) proceeds relating to the previously announced sale of its 65 percent interest in a portion of Block 15 Midia in the Romanian Black Sea, (b) proceeds that may result from its previously announced partial divestment process relating to its interest in the Luceafarul, Midia and Pelican blocks in offshore Romania, (c) funds that may be available to it upon successfully refinancing its credit facility, and (d) net cash flow from the Company's operations at the Breagh gas field, there is no assurance that such proceeds or funds will be available in time to cover the Key Expenditures and Capital Costs and therefore the Company has determined that it is appropriate to raise additional funds pursuant to the Offering to remove funding uncertainty in connection with the Key Expenditures and Capital Costs.Sterling has agreed to grant to the Underwriters an over-allotment option (the "Over-allotment Option") to offer additional Common Shares equal to up to a maximum of 15 percent of the gross proceeds of the Offering.The Offering is subject to customary conditions and the receipt of required regulatory approvals, including the approval of the TSX Venture Exchange (the "TSX-V") and is scheduled to close on or about November 27th, 2012, or such other date as the Company and the Underwriters may agree. The Common Shares will be offered by way of a short form prospectus in all of the Qualifying Provinces, on a private placement basis in the United States, including to Qualified Institutional Buyers in the United States pursuant to the exemption from the registration requirements provided by Rule 144A under the United States Securities Act of 1933, as amended (the "1933 Act"), and on a private placement basis in the United Kingdom.This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, nor shall there be any sale of the Common Shares in any jurisdiction in which such offer, solicitation or sale may be unlawful. The Common Shares have not been and will not be registered under the 1933 Act or any U.S. state securities laws and may not be offered or sold in the United States absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act and applicable U.S. state securities laws.Breagh Operational UpdateSterling has recently received information from the operator, RWE Dea UK SNS Ltd., of the results of a fully risked analysis of the onshore works at the Teesside Gas Processing Plant required before first gas from the Breagh field. The resulting integrated and detailed risked schedule, which is considered to be a more complete and full assessment, provides an earliest first production date of the end of March 2013 with the chance of slippage to the end of May 2013. All efforts are focused on achieving the end of March date.Sterling Resources Ltd. is a Canadian-listed international oil and gas company headquartered in Calgary, Alberta with assets in the United Kingdom, Romania, France and the Netherlands. The shares are listed and posted for trading on the TSX-V under the symbol "SLG".Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.Filer Profile No. 00002072Forward-Looking StatementsAll statements included in this press release that address activities, events or developments that Sterling expects, believes or anticipates will or may occur in the future are forward-looking statements. In addition, statements relating to reserves or resources are deemed to be forward-looking statements as they involve the implied assessment, based on certain estimates and assumptions that the reserves and resources described can be profitably produced in the future.  In particular, this document contains forward-looking information and statements regarding: (i) the completion of the Offering and the issuance of the Common Shares and the Over-Allotment Option; (ii) the expected closing date of the Offering; (iii) the intended use of proceeds of the Offering; (iv) future capital expenditures and projects; (v) expectations related to when additional proceeds and funds may be available to the Company from asset sales, production sales and refinancing its credit facility; and (vi) the earliest first production date for gas from the Breagh field.These forward-looking statements involve numerous assumptions made by Sterling based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances.  In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other-forward looking statements will prove inaccurate, certain of which are beyond Sterling's control, including: the impact of general economic conditions in the areas in which Sterling operates, civil unrest, industry conditions, changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in commodity prices, foreign exchange or interest rates, stock market volatility and obtaining required approvals of regulatory authorities. In addition there are risks and uncertainties associated with oil and gas operations.  Readers should also carefully consider the matters discussed under the heading "Risk Factors" in the Company's Annual Information Form.Undue reliance should not be placed on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur.  Sterling's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements.  These statements speak only as of the date of the press release. Sterling does not intend and does not assume any obligation to update these forward-looking statements except as required by law.Financial outlook information contained in this press release about prospective results of operations, financial position or cash flows is based on assumptions about future events, including economic conditions and proposed courses of action, based on management's assessment of the relevant information currently available.  Readers are cautioned that such financial outlook information contained in this press release should not be used for purposes other than for which it is disclosed herein.SOURCE: Sterling Resources Ltd.For further information: visit www.sterling-resources.com or contact: Mike Azancot, President and Chief Executive Officer, Phone: 44-20-3008-8488, Mobile: 44-7740-432883, mike.azancot@sterling-resources.com David Blewden, Chief Financial Officer, Phone: 44-20-3008-8488, Mobile: 44-7771-740804, david.blewden@sterling-resources.com George Kesteven, Manager, Corporate and Investor Relations, Phone: (403) 215-9265, Mobile: (403) 519-3912, george.kesteven@sterling-resources.com