CALGARY, ALBERTA--(Marketwire - March 25, 2010) -
NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
PanWestern Energy Inc. ("PanWestern" or the "Company") (TSX VENTURE:PW) is pleased to announce that it has entered into an agreement with a syndicate of underwriters co-led by National Bank Financial Inc. and Cormark Securities Inc. and including GMP Securities L.P., Canaccord Capital Corporation and FirstEnergy Capital Corp. (collectively, the "Underwriters"), which have agreed to purchase, on a bought deal basis, 31,920,000 special warrants of PanWestern at a price of $0.47 per special warrant, for aggregate gross proceeds of approximately $15,002,400.
In addition, the Underwriters have been granted an over-allotment option, which may be exercised upon one day's prior notice provided to the Company at any time prior to closing (the "Closing"), to purchase up to 4,788,000 additional special warrants at a price of $0.47 per special warrant. If the over-allotment is fully exercised, gross proceeds from the offering will be approximately $17,252,760. PanWestern intends to use the net proceeds for its 2010 drilling program and general corporate purposes. Closing is anticipated to occur on April 16, 2010 (the "Closing Date").
Each special warrant will entitle the holder thereof to receive, without the payment of any additional consideration, one common share of the Company 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 5:00 p.m. (Toronto time) on the earlier of the following dates (which are hereinafter referred to as the "Expiry Date"): (i) the fifth day after the date evidence of a receipt is issued by the last of the securities regulatory authorities in the provinces of Alberta, British Columbia, Saskatchewan, Manitoba and Ontario (the "Selling Jurisdictions") for a final prospectus qualifying the securities 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. The Company shall use its reasonable commercial efforts to obtain such final receipts by the date which is 45 days from the Closing Date. In the event the Company fails to obtain receipts for the final prospectus in all Selling Jurisdictions within 45 days from the Closing Date, each Special Warrant will entitle the holder to acquire 1.1 common shares on exercise or deemed exercise thereof.
Closing is conditional upon customary conditions for transactions of this type, including the receipt of all necessary regulatory and third party approvals, including the approval of the TSX Venture Exchange and is subject to the successful closing of the previously announced proposed transaction between PanWestern and Northern Hunter Energy Inc. which contemplates: the appointment of a new management team led by Jim McFarland as President & CEO; the appointment of a new board of directors; the recapitalization of the corporation by way of a $6,000,000 non-brokered private placement, and; the acquisition of all issued and outstanding shares of Northern Hunter Energy Inc. by PanWestern (collectively the "Transaction"). Details concerning the Transaction are disclosed in the reorganization and arrangement agreement dated February 18, 2010 which is available at sedar.com. Anticipated closing of the Transaction is March 31, 2010.
PanWestern Energy Inc. is a Calgary, Alberta based public company, incorporated under the Business Corporations Act (Alberta), engaged in the exploration, development and production of petroleum and natural gas in Canada. The Corporation's common shares are listed on the TSX Venture Exchange under the trading symbol "PW".
Forward Looking and Cautionary Statements
Certain 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: the use of proceeds of the offering; the Company's growth strategy, 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: field production rates and decline rates; the ability of the Company to secure adequate product transportation; the impact of increasing competition in or near the Company's plays; the timely receipt of any required regulatory approvals, both domestically and internationally; the ability of the Company to obtain qualified staff, equipment and services in a timely and cost efficient manner to develop its business; the Company's ability to operate the properties in a safe, efficient and effective manner; the ability of the Company to obtain financing on acceptable terms; the ability to replace and expand oil and natural gas reserves through acquisition, development or exploration; the timing and costs of pipeline, storage and facility construction and expansion; future oil and natural gas prices; currency, exchange and interest rates; the state of the capital markets; the regulatory framework regarding royalties, taxes and environmental matters; the ability of the Company to successfully manage the political and economic risks inherent in pursuing oil and gas opportunities in foreign countries; 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 similar to those of other companies engaged in the business of exploring for and producing oil and gas, both domestically and in foreign countries.
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.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 news release.