Sintana Energy Inc. (TSXV: SEI) (the “
Company” or
“
Sintana”) is pleased to announce that it has
closed its previously announced marketed public offering (the
“
Offering”) conducted by Echelon Capital Markets
(the “
Agent”) as lead agent and sole bookrunner,
pursuant to which it issued an aggregate of 88,550,000 units (the
“
Units”) of the Company, at a price of $0.15 per
Unit, to raise aggregate gross proceeds of $13,282,500 (including
full exercise of an over-allotment option). The Offering was
effected pursuant to a final short form prospectus of the Company
dated February 24, 2022 (the “
Final Prospectus”),
and was upsized from the originally announced maximum base offering
of $10 million due to strong demand. Each Unit consisted of one
common share of the Company (each a “
Common
Share”) and one Common Share purchase warrant (each a
“
Warrant”). Each Warrant entitles the holder
thereof to acquire one Common Share for an exercise price of $0.25
until March 8, 2024, and will be listed for trading on the TSX
Venture Exchange (“
TSXV”) under the symbol SEI.WT
at the open of trading on or about Friday, March 11, 2022.
Immediately following the closing of the
Offering, the Company completed its previously announced proposed
acquisition (the “Acquisition”) of 49% of the
outstanding shares of Inter Oil (Pty) Ltd. (“Inter
Oil”) from Grisham Assets Corp., as initially announced in
the Company’s press release dated September 15, 2021 available on
SEDAR at www.sedar.com. Inter Oil indirectly holds a strategic
portfolio of offshore petroleum exploration license interests as
well as an indirect 30% interest in onshore Block 1918B. In
connection with the closing of the Acquisition, Mr. Knowledge Katti
has been appointed to the board of directors of Sintana. Mr. Katti
is a pioneer in the Namibian oil and gas industry with more than 15
years of experience in a diversified portfolio of industries in
Namibia including oil and gas, mining and healthcare. He is
responsible for attracting investment of more than US$400 million
into Namibia over his career. He previously served as a director
and founding shareholder of UNX Energy Corp. and was business
development manager of Brazilian oil and gas company HRT. He holds
a Bachelor of Commerce in Accounting/Economics and Auditing from
the University of Namibia.
We appreciate the support of our shareholders,
new and old, in our upsized financing and are very pleased to
complete our acquisition in Namibia.” said Doug Manner, CEO,
further adding “The multi-billion barrel discoveries announced by
Shell (Graff-1) and Total (Venus-1) over the past month sit
directly beside a number of our newly acquired offshore blocks in
Namibia. Our exposure to this emerging world class basin coupled
with our cornerstone asset in Colombia position Sintana for
significant continuing success going forward.”
Consideration for the Acquisition consisted of
an aggregate of 34,933,333 Common Shares of the Company (the
“Consideration Shares”) and a cash payment in the
amount of US$4,000,000 (the “Cash Payment”), in
connection with which the Company had previously paid a deposit in
the amount of US$500,000. The balance of the Cash Payment was
funded by the Company at closing out of the net proceeds of the
Offering. The Consideration Shares are subject to a statutory hold
period expiring on July 9, 2022.
The Company intends to use the balance of the
net proceeds of the Offering to fund certain future obligations of
the Company in connection with the Namibian property interests
acquired pursuant to the Acquisition, future obligations of the
Company in connection with Namibian property interests to be
acquired pursuant thereto, to satisfy existing indebtedness, future
strategic acquisitions, working capital, general corporate
purposes, investor relations and marketing services.
The Company paid a cash commission of $649,775
to the Agent as partial consideration for its services in
connection with the Offering, together with a corporate finance fee
of $25,000. The Company also issued an aggregate of 4,331,833
broker warrants (“Broker Warrants”) to the Agent.
Each Broker Warrant entitles the holder to acquire one Unit at an
exercise price of $0.15 until March 8, 2024.
The Offering was completed on a commercially
reasonable “best efforts” basis (i) by way of the Final Prospectus
in each of the Provinces of Canada other than Quebec; (ii) on a
private placement basis in the United States pursuant to exemptions
from the registration requirements of the United States Securities
Act of 1933, as amended (the “U.S. Securities
Act”); and (iii) outside Canada and the United States on a
basis which did not require the qualification or registration of
any of the Company’s securities under domestic or foreign
securities laws.
The Acquisition and Offering remain subject to
the final approval of the TSXV. For further details, please refer
to the press releases of Sintana dated September 15, 2021, November
15, 2021, November 26, 2021, January 20, 2022, February 1, 2022 and
February 22, 2022, and the Final Prospectus, all available on SEDAR
at www.sedar.com.
This news release does not constitute an offer
to sell or a solicitation of an offer to sell any of the securities
in the United States. The securities have not been and will not be
registered under the U.S. Securities Act or any state securities
laws and may not be offered or sold within the United States or to
U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
The disclosure contained in this release
concerning the neighbouring discoveries announced by Shell
(Graff-1) and Total (Venus-1) constitutes analogous information
under National Instrument 51-101. This information is based upon
recent news releases dated February 4, 2022 and February 24, 2022
by Shell and Total, respectively, each of which are independent of
the Company. The Company is unable to confirm that the analogous
information was prepared by a qualified reserves evaluator or
auditor or in accordance with the COGE Handbook, but is of the view
that the information is relevant to the Company given the proximity
of such properties to Sintana’s newly acquired Namibian interests
pursuant to the Acquisition.
About Sintana
The Company is currently engaged in hydrocarbons
exploration and development activities in Colombia’s Magdalena
Basin, and holds interests in a strategic portfolio of onshore and
offshore petroleum exploration license interests in Namibia.
Sintana’s business strategy is to acquire, explore, develop and
produce superior quality assets with significant reserves
potential.
On behalf of Sintana Energy Inc.,
“Douglas G. Manner” Chief Executive Officer
For additional information regarding Sintana and
ongoing corporate activities, please visit the Company’s website at
www.sintanaenergy.com.
Corporate
Contact: |
Corporate
Contact: |
Douglas G. Manner |
Sean J. Austin |
Chief Executive Officer |
Vice President |
Tel: 832.279.4913 |
Tel: 713.825.9591 |
Neither the TSX Venture Exchange nor its
regulation services provider has reviewed or accepted
responsibility for the adequacy or accuracy of this press
release.
Forward Looking Statements – Certain information
set forth in this news release may contain forward-looking
statements, as such terms are defined under applicable securities
law, regarding the Company’s business and operations.
Forward-looking statements are statements that relate to future,
not past, events. In this context, forward-looking statements often
address expected future business and financial performance and
often contain words such as "intend" or other similar expressions.
Forward-looking statements involve substantial known and unknown
risks and uncertainties, including risks related to the receipt of
final TSX Venture Exchange approval of each of the Acquisition
and/or Offering, the prospective nature of the Company’s property
interests, the anticipated timing of trading of the Warrants,
currency risk, political and security risks relating to operations
in Namibia, availability of capital, permitting and land title
issues, the risks inherent in oil and gas exploration and
development activities, and such other risk factors as are set
forth in the Company’s continuous disclosure documents available on
SEDAR from time to time. In this news release, forward-looking
statements relate to, among other things, information regarding:
the use of proceeds of the Offering. While such forward-looking
statements are expressed by the Company, as stated in this release,
in good faith and believed by the Company to have a reasonable
basis, they are subject to numerous risks and uncertainties,
certain of which are beyond the control of the Company. Readers are
cautioned that the assumptions used in the preparation of such
information, although considered reasonable at the time of
preparation, may prove to be imprecise and, as such, undue reliance
should not be placed on forward-looking statements. The Company
disclaims any obligation to update the forward looking statements
contained herein other than as required under applicable securities
laws.
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