Carmen Energy Inc. announces filing of preliminary prospectus
December 01 2011 - 6:49PM
PR Newswire (Canada)
CALGARY, Dec. 5, 2011 /CNW/ - Carmen Energy Inc. ("Carmen" or the
"Corporation") is pleased to announce that it has filed a
preliminary short form prospectus in the provinces of Alberta,
British Columbia, Saskatchewan and Ontario, and obtained a receipt
therefor, with respect to a public offering of up to $3,000,000
worth of common shares issued as "flow through shares" pursuant to
the Income Tax Act (Canada) ("Flow-Through Shares") and up to
$3,000,000 worth of units ("Units") (collectively, the "Offering").
Each Unit will be comprised of one common share of the Corporation
(a "Common Share") and one half of one Common Share purchase
warrant (each whole warrant a "Warrant"). The Common Shares and the
Warrants comprising the Units will separate immediately upon the
closing of the Offering. The Units and the Flow-Through Shares, are
collectively referred to herein as the "Offered Securities". The
Units and the Flow-Through Shares are offered separately from each
other. The issued and outstanding Common Shares are listed on the
TSX Venture Exchange ("TSXV") under the symbol "CEI". The
Corporation has applied to the TSXV to list the Common Shares and
the Common Shares issuable upon exercise of the Warrants to be
distributed under this short form prospectus. Listing of such
Common Shares will be subject to the Corporation fulfilling all of
the listing requirements of the TSXV. In connection with the
Offering, the Corporation has appointed Macquarie Private Wealth
Inc. as sole and exclusive agent (the "Agent"). The price of the
Units and Flow-Through Shares will be determined by negotiation
between the Corporation and the Agent. The Offering is not
underwritten or guaranteed by any person. The Corporation has
agreed to pay the Agent a cash fee equal to 6% of the gross
proceeds of the Offering. In addition, the Corporation shall also
grant the Agent and its designated sub-agents, if any, that number
of non-transferable options (the "Agent's Options") equal to 6% of
the number of Offered Securities sold under the Offering.
Each Agent's Option will entitle the Agent or its designated
sub-agent, if any, as applicable, to purchase one Unit exercisable
for twenty four months at the same offering price of as the Units.
The Corporation will also reimburse the Agent for reasonable
out-of-pocket expenses incurred by the Agent in connection with the
Offering, including the Agent's legal fees and expenses. In
addition, concurrently with the Offering, Carmen will complete a
private placement (the "Concurrent Private Placement") up to $0.5
million worth of units (the "Placement Units"). The price per
Placement Unit shall be the same as the price per Unit when
determined by the Corporation and the Agent. Each Placement Unit
shall be comprised of one Common Share (a "Placement Common Share")
and one half of one Common Share purchase warrant (each whole
warrant, a "Placement Warrant"). The Placement Warrants shall have
the same terms and conditions of exercise as the Warrants issued
pursuant to the Offering. The Placement Common Shares and Placement
Warrants comprising the Placement Units issued pursuant to the
Concurrent Private Placement will be subject to a statutory hold
period. The Concurrent Private Placement is subject to a number of
conditions including completion of definitive documentation, the
concurrent closing of the Offering and the approval of the TSXV.
The Corporation has applied to the TSXV to list the Placement
Common Shares (including any Common Shares issuable upon exercise
of the Placement Warrants). Listing of such Common Shares will be
subject to the Corporation fulfilling all of the listing
requirements of the TSXV. The securities being offered have not
been, nor will 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 of such Act. This release does not
constitute an offer for sale of the Offered Securities. About
Carmen Energy Inc. Carmen is based in Calgary, Alberta and a
publicly traded oil and gas exploration and production company. The
focus is on exploration and development of Western Canadian
Sedimentary Basin based oil and gas properties. The current
projects are the Jumpbush properties in south eastern Alberta, the
Ferrybank properties in central Alberta, the Sylvan Lake area
properties in Southern Alberta, the Viking-Kinsella properties in
Alberta and the Hamburg properties in northern western Alberta. ON
BEHALF OF THE BOARD OF DIRECTORS Mr. Brian Doherty, President, CEO
and Director Contact: brian.doherty@carmenenergy.ca; (403) 537-5590
Advisory Regarding Forward-Looking Information and Statements This
press release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws. The use of any of the words "will", "expects",
"believe", "plans", "potential" and similar expressions are
intended to identify forward-looking statements or information.
More particularly and without limitation, this press release
contains statements relating to "reserves" which are deemed to be
forward-looking statements as they involve the implied assessment,
based on certain estimates and assumptions, which the reserves
described, can be profitably produced in the future. Readers should
be cautioned that the forgoing list of forward-looking statements
and information contained herein should not be considered
exhaustive. Specifically, this news release contains forward
looking statements relating Offering and the Concurrent Private
Placement. The closing of the Offering and Concurrent Private
Placement could be delayed if the Corporation is not able to obtain
the required subscriptions to complete the Offering and Concurrent
Private Placement and the necessary regulatory approvals required
for completion of the Offering and Concurrent Private Placement and
on the timeframes contemplated. The Offering and Concurrent Private
Placement will not be completed at all if the subscriptions to
complete the Offering and Concurrent Private Placement are not
obtained or if the necessary regulatory approvals are not obtained
or, unless waived, some other condition to closing is not
satisfied. Accordingly there is a risk that the Offering and
Concurrent Private Placement will not be completed within the
anticipated time or at all. Management has included the above
summary of assumptions and risks related to forward-looking
information provided in this press release in order to provide
securityholders with a more complete perspective on Carmen's future
operations and such information may not be appropriate for other
purposes. The forward-looking statements and information in this
press release are based on certain key expectations and assumptions
made by Carmen. Although Carmen believes that the expectations and
assumptions on which such forward looking statements and
information are based are reasonable, undue reliance should not be
placed on the forward-looking statements and information because
Carmen can give no assurance that they will prove to be correct.
The forward-looking statements and information contained in this
press release are made as of the date hereof and Carmen undertakes
no obligation to update publicly or revise any forward-looking
statements or information, whether as a result of new information,
future events or otherwise, unless so required by applicable
securities laws. 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 press release. Carmen Energy Inc
CONTACT: Mr. Brian Doherty, President, CEO and DirectorContact:
brian.doherty@carmenenergy.ca; (403) 537-5590
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