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Press release from CNW Group

Sterling Resources Announces Closing of First Tranche Private Placement Common Share Financing

Monday, March 04, 2013

Sterling Resources Announces Closing of First Tranche Private Placement Common Share Financing20:00 EST Monday, March 04, 2013/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/  CALGARY, March 4, 2013 /CNW/ - Sterling Resources Ltd. (TSXV: SLG) ("Sterling" or the "Company") is pleased to announce that it has closed the first tranche (the "First Tranche") of the private placement ("Private Placement") portion of its previously announced offering of 73,333,334 common shares in the capital of the Company (the "Common Shares") on a bought deal basis (the "Offering"). Pursuant to the First Tranche, 50,000,000 Common Shares were issued at a price of $0.75 per Common Share, for gross proceeds of $37,500,000. The First Tranche was underwritten by Casimir Capital Ltd. ("Casimir"). The Common Shares were issued pursuant to applicable exemptions from prospectus requirements and have a hold period expiring July 5, 2013, pursuant to applicable securities laws.The balance of the Offering is expected to close on or about March 8, 2013, subject to applicable regulatory approval and consists of a short form prospectus offering (the "Prospectus Offering") of 20,000,000 Common Shares in all of the Provinces of Canada (excluding Quebec) and an over-allotment option (the "Over-Allotment Option"), to purchase up to an additional 3,000,000 Common Shares, exercisable by the underwriters for a period of 30 days following closing of the Prospectus Offering, and the second tranche of the Private Placement, consisting of an additional 3,333,334 Common Shares offered on a private placement basis in certain jurisdictions inside and outside of Canada, including the United States, subject to the underwriter's option, exercisable until two business days prior to closing of the Private Placement, to increase the Private Placement by up to an additional 8,000,000 Common Shares.  If the over-allotment option and the underwriter's option are fully exercised, Sterling will issue an aggregate of 84,333,334 Common Shares for total gross proceeds of the entire Offering of $63,250,000.50.   The underwriting syndicate for the Prospectus Offering is led by Casimir and includes CIBC World Markets Inc., Dundee Securities Ltd., National Bank Financial Inc., RBC Dominion Securities Inc. and TD Securities Inc.  The sole underwriter for the Private Placement is Casimir.Meridian Capital International Fund ("Meridian") and YF Finance Limited ("YF Finance") were issued 26,954,900 shares and 23,045,100 shares, respectively, pursuant to the First Tranche, resulting in each of the subscribers holding approximately 9.97 percent of the Company's outstanding Common Shares. In subscribing for Common Shares, Meridian and YF Finance are considered to be acting jointly and in concert.Sterling will use the net proceeds from the Offering for Breagh Phase 1 development costs and costs relating to the Breagh senior secured loan facility, repayment of the US$12 million loan entered into on December 31, 2012 with an affiliate of The Vitol Group ("Vitol"), certain exploration, appraisal and pre-development expenditures and other corporate purposes.Sterling 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, including exercise of the Over-Allotment Option and the Underwriter's Option; (ii) the expected closing date of the Offering; (iii) the intended use of proceeds of the Offering; and (iv) future capital expenditures and projects.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