NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE
OR IN PART DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
TSX-V, LSE-AIM: XEL
21 August 2012
Xcite Energy Limited
("Xcite Energy" or the
"Company")
Closing of third stage of Private Placing
Xcite Energy is pleased to announce that it has
closed the third and final stage of its private placing
(the "Placing") with Global Resource
Funding Partners LLC ("Global
Resource"), previously announced on 13 June
2012.
The Placing
The Placing has occurred in three stages. The third
stage, which closed today, provides the Company with gross
proceeds of £8,346,240 (C$12,953,364) through the issuance
of 12,000,000 units (each, a "Unit")
at a price of £0.69552 per Unit.
Each Unit comprises one ordinary share in the capital
of the Company (a "Share") and
one-half of one ordinary share purchase warrant (a
"Warrant"). Each whole Warrant
issued pursuant to the third stage of the Placing is
exercisable for one additional Share at 120% of the
Unit priceper share for three years from the date of
issue. The exercise price of the Warrants issued in the
third stage of the Placing is £0.8346.
The Warrants are subject to a forced exercise
provision at the Company's option, provided:
(i) the VWAP per Share on AIM for
15 consecutive trading days on average is greater than 170%
of the applicable exercise price, and;
(ii) the average daily
trading volume of the Shares on AIM during such 15
consecutive trading days is greater than 1,000,000 Shares
per day.
If such criteria are met, the Company
may require Global Resource to exercise the Warrants within
10 business days from the date of such notice or the
Warrants will lapse.
Additional Information
Octagon Capital Corporation
("Octagon") acted as advisor to the
Company with respect to the Placing. A fee in the amount of
4.5% of the gross proceeds of each stage of the Placing is
payable by the Company to Octagon at closing of each of the
respective stages of the Placing.
The closing of each stage of the Placing is subject
to final acceptance from the TSX-V. Except in accordance
with Canadian securities laws and with the prior written
approval of the TSX-V, the Shares underlying the Units and
the Shares issuable upon exercise of the Warrants may not
be sold or otherwise traded on or through the facilities of
the TSX-V or otherwise in Canada or to or for the benefit
of a Canadian resident until the date that is four months
and one day from the date of issue.
Application has been made for admission to AIM of the
12,000,000 Shares underlying the Units issued in this third
stage of the Placing ("Admission"),
and dealings are expected to commence on 22 August 2012.
The Shares shall rank pari passuin all
respects with the Company's existing issued ordinary
shares of no par value. At Admission, Global Resource and
its members in the aggregate will hold a total of 6.79% of
the Company's current issued share capital, together
with 16,250,000 warrants.
Total Voting Rights
Following Admission, the Company's enlarged
issued share capital will comprise
290,280,000 Shares with one voting right
per share. There are no shares held in treasury. The total
number of voting rights in the Company is therefore
290,280,000. At Admission there will be
a total of 16,600,000 outstanding warrants to subscribe for
Shares.
This figure of 290,280,000
Shares may be used by shareholders in the Company as
the denominator for the calculations by which they will
determine if they are required to notify their interest in,
or a change in their interest in, the share capital of the
Company under the Financial Service Authority's
Disclosure and Transparency Rules.
This press release shall not constitute an offer for
sale of the securities referenced herein in the United
States. The securities offered have not been and will not
be registered under the U.S. Securities Act of
1933, as amended, or any state securities laws and
may not be offered or sold in the United States absent
registration or an exemption from those registration
requirements.
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ENQUIRIES:
Xcite Energy Limited
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+44 (0) 1483 549 063
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Rupert Cole
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Chief Executive Officer
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Oriel Securities (Joint Broker and
Nomad)
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+44 (0) 207 710 7600
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Emma Griffin
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Partner
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Michael Shaw
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Partner
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Morgan Stanley (Joint
Broker)
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+44 (0) 207 425 8000
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Andrew Foster
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Managing Director
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Pelham Bell Pottinger
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+44 (0) 207 861 3232
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Mark Antelme
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Director
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Henry Lerwill
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Associate Director
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Paradox Public Relations
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+1 514 341 0408
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Jean-Francois Meilleur
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Consultant
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Global Resource Funding Partners LLC
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+1 617 927 1288
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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.
Forward-Looking
Statements
Certain statements contained in this announcement
constitute forward-looking information within the meaning
of securities laws. Forward-looking information may relate
to the Company's future outlook and anticipated events
or results and, in some cases, can be identified by
terminology such as "may", "will",
"should", "expect", "plan",
"anticipate", "believe",
"intend", "estimate",
"predict", "target",
"potential", "continue" or other
similar expressions concerning matters that are not
historical facts. These statements are based on certain
factors and assumptions including expected growth, results
of operations, performance and business prospects and
opportunities. While the Company considers these
assumptions to be reasonable based on information currently
available to us, they may prove to be incorrect.
Forward-looking information is also subject to certain
factors, including risks and uncertainties that could cause
actual results to differ materially from what we currently
expect. These factors include risks associated with the oil
and gas industry (including operational risks in
exploration and development and uncertainties of estimates
oil and gas potential properties), the risk of commodity
price and foreign exchange rate fluctuations and the
ability of Xcite Energy to secure financing. Additional
information identifying risks and uncertainties are
contained in the Company's annual information form
dated 26 October 2010 and in the interim Management's
Discussion and Analysis for Xcite Energy for the three and
six month periods ended 30 June 2012 filed with the
Canadian securities regulatory authorities and available at
www.sedar.com. The Company 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 required under applicable
securities regulations.
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