CALGARY, ALBERTA--(Marketwire - Feb. 23, 2010) -
(NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES)
Eaglewood Energy Inc. ("Eaglewood") (TSX VENTURE:EWD) is pleased to announce that it has entered into an agreement with FirstEnergy Capital Corp., as lead agent and including Paradigm Capital Inc., Cormark Securities Inc. and Macquarie Capital Markets Canada Ltd. (collectively, the "Agents") with respect to a private placement of up to 12,000,000 special warrants of Eaglewood ("Special Warrants") at a price of $1.75 per Special Warrant for aggregate gross proceeds of $21,000,000 (the "Offering"). The Offering is expected to close on or about March 24, 2010 (the "Closing Date").
Proceeds from the Offering are expected to be used to fund ongoing exploration and development expenditures, working capital and for general corporate purposes. Brad Hurtubise, President and Chief Executive Officer of Eaglewood, comments: "The proceeds from this financing will allow us to continue to pursue our drilling plans and meet certain of our license obligations with or without the farm-out of some of our interests."
The Special Warrants issued under the Offering will be subject to a four-month and one day hold period commencing on the Closing Date under applicable securities legislation. Each Special Warrant will entitle the holder thereof to receive, without the payment of any additional consideration, one common share of Eaglewood on the exercise or deemed exercise of the Special Warrant. The Special Warrants shall be exercisable by the holders thereof at any time and will be automatically exercised at 4:30 p.m. (Calgary time) on the earlier of: (i) the date a receipt ("Receipt") is issued by the applicable securities regulatory authorities for a (final) short form prospectus qualifying the common shares to be issued upon the exercise of the Special Warrants; and (ii) the date which is 4 months and one day from the Closing Date. Eaglewood has agreed to use its best efforts to obtain the Receipt on or before the date that is 45 days following the Closing Date (the "Prospectus Deadline Date"). If the Receipt is not issued by the Prospectus Deadline Date, each holder of Special Warrants shall receive 1.1 Common Shares for each Special Warrant held.
Closing is conditional upon conditions customary for transactions of this type, including the receipt of all necessary regulatory and third party approvals, including the approval of the TSX Venture Exchange.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained herein constitute forward-looking statements, including statements concerning the anticipated closing date of the Offering and the anticipated use of proceeds. We believe the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included herein should not be unduly relied upon. Closing could be delayed if Eaglewood cannot obtain necessary regulatory approvals within anticipated timelines and will not be completed unless certain conditions customary for transactions of this kind are satisfied. The forward-looking statements included in this press release are made as of the date of this press release and Eaglewood disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.
The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirement. This media release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.