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CALGARY, Jan. 3, 2019 /CNW/ - Standard Exploration
Ltd. ("Standard" or the "Corporation") (SDE :
TSXV) is pleased to announce that it has received the
final approval of the TSX Venture Exchange ("TSXV") with
respect to: (i) the non-brokered private placement of common shares
("Common Shares") and units ("Units") of the
Corporation, for aggregate gross proceeds of $18,011,000 (the "Private Placement");
(ii) the appointment of a new management team (the "New
Management Team") and board of directors (the "New
Board"); (iii) the acquisition by the Corporation of all of the
limited partnership units of Gulf Pine Energy Partners, LP
("Gulf Pine"); (iv) the Reorganization and Investment
Agreement and the Equity Purchase and Sale Agreement, each dated
November 12, 2018 (collectively, the
"Agreements"); (v) a consolidation of the Common Shares on
the basis of one post-consolidated Common Shares for every five
pre-consolidated Common Shares; and (vi) the name change of the
Corporation from "Standard Exploration Ltd." to "Southern Energy
Corp." and the new trading symbol "SOU".
The Private Placement, appointment of the New Management Team
and New Board, the acquisition of Gulf Pine, and the Agreements
were initially announced by the Corporation by way of press release
dated November 13, 2018 and closing
with respect thereto was announced on December 20, 2018.
Private Placement
Pursuant to the Private Placement, Standard issued an aggregate
of 289,600,000 Units (57,920,000 on a post-consolidated basis) and
610,950,000 Common Shares (122,190,000 on a post-consolidated
basis) for aggregate gross proceeds of $18,011,000. Each Unit is comprised of one Common
Share and one performance-based Common Share purchase warrant
(each, a "Performance Warrant"). The Performance Warrants vest and
become exercisable as to one-third upon the 20-day volume weighted
average trading price of the Common Shares (the "Market Price")
equaling or exceeding $0.03 (on a
pre-consolidated basis), an additional one-third upon the Market
Price equaling or exceeding $0.04 (on
a pre-consolidated basis) and a final one-third upon the Market
Price equaling or exceeding $0.05 (on
a pre-consolidated basis). In addition, in the event the Market
Price equals or exceeds $0.08 (on a
pre-consolidated basis), each Performance Warrant shall be
exercisable for 1.5 Common Shares, provided that, at the time of
exercise in respect of the additional 0.5 of a Common Share per
Performance Warrant (the "Performance Incentive"), the Common
Shares are listed on the facilities of a recognized stock exchange
(other than the TSX Venture Exchange ("TSXV")), the Common Shares
are acquired for cash or for the securities of a company listed on
a recognized stock exchange (other than the TSXV).
The principal purpose of the gross proceeds of the Private
Placement are to fund the acquisition of Gulf Pine, the
Corporation's short term exploration and development costs, and for
general corporate purposes. The New Management team believes there
is an excellent opportunity to consolidate high quality, high
netback, low decline oil and gas assets in under-exploited basins
in the US Gulf Coast states at highly attractive metrics. The New
Management Team will focus away from high-priced and infrastructure
constrained shale basins in the US, choosing instead to establish a
dominant position in proven oil and gas basins which attract some
of the best commodity pricing in the US.
The Corporation has paid eligible finders a cash commission for
gross proceeds of the Private Placement that resulted from such
finder's efforts, subject to compliance with applicable securities
laws. An aggregate of $740,670 in
finder's fees were paid to finders.
Pursuant to applicable securities laws, all securities issued
pursuant to the Private Placement are subject to a hold period of
four months plus one day following the date of issuance of such
securities.
New Management Team and New Board
Contemporaneous with the closing of the Private Placement, the
appointment of the New Management Team was completed and the former
board of directors and management team of the Corporation resigned.
The New Management Team is led by Ian
Atkinson as President, Chief Executive Officer and a
director, Calvin Yau, as Vice
President, Finance and Chief Financial Officer, Chris Birchard, Vice President, Geoscience and
Gary McMurren, Vice President,
Engineering. Joining Mr. Atkinson on the New Board are Bruce Beynon, Michael G.
Kohut, Tamara MacDonald,
Andrew McCreath, C. Neil Smith and R. Steven
Smith, with Sony Gill serving as Corporate Secretary.
Gulf Pine Acquisition
The Corporation also acquired all of the issued and outstanding
limited partnership units of Gulf Pine for cash consideration of
USD$3,425,000. Gulf Pine is a limited
partnership existing under the laws of the State of Delaware and a private junior oil and
gas exploration, development and production company formed for the
purpose of acquiring, and subsequently enhancing, producing oil and
gas properties primarily in Alabama and Mississippi.
Name Change and Consolidation
The TSXV has also approved: (i) the change of name of the
Corporation from "Standard Exploration Ltd." to "Southern Energy
Corp." and the Common Shares will commence trading on the TSXV
under the Corporation's new name and new trading symbol "SOU"; and
(ii) consolidation of the Common Shares on the basis of one
post-consolidated Common Share for every 5 pre-consolidated Common
Shares.
Resumption of Trading
The Corporation anticipates that the Common Shares will resume
trading under the Corporation's new name and new trading symbol
"SOU" on January 4, 2019.
Forward Looking and Cautionary Statements
This news release may include forward-looking statements
including opinions, assumptions, estimates, the Corporation's
assessment of future plans and operations, and, more particularly,
statements concerning the business strategy of the Corporation.
When used in this document, the words "will," "anticipate,"
"believe," "estimate," "expect," "intent," "may," "project,"
"should," and similar expressions are intended to be among the
statements that identify forward-looking statements. The
forward-looking statements are founded on the basis of expectations
and assumptions made by the Corporation which include, but are not
limited to, the timing of the resumption of trading of the Common
Shares and the business strategy of the Corporation.
Forward-looking statements are subject to a wide range of risks and
uncertainties, and although the Corporation believes that the
expectations represented by such forward-looking statements are
reasonable, there can be no assurance that such expectations will
be realized. Any number of important factors could cause actual
results to differ materially from those in the forward-looking
statements including, but not limited to, regulatory and third
party approvals not being obtained, the ability to implement
corporate strategies, the state of domestic capital markets, the
ability to obtain financing, changes in general market conditions
and other factors more fully described from time to time in the
reports and filings made by the Corporation with securities
regulatory authorities.
Neither 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.
SOURCE Standard Exploration Ltd.