Cequence Energy Ltd. Announces the Completion of Its Private Placement, Debt Transaction and Results of Its Annual General an...
June 27 2019 - 7:28PM
Cequence Energy Ltd. ("Cequence" or the "Company") (TSX: CQE) is
pleased to announce the successful completion today of its
previously announced private placement of common shares (the
“Private Placement”), $10 million principal repayment on its $60
million term loan, as well as the results of its Annual General and
Special meeting of shareholders.
Private Placement
Under the Private Placement, Cequence issued a
total of 17,230,769 flow-through common shares (the “Common
Shares”) at a subscription price of $0.65 per Common Share for
gross proceeds of $11.2 million. The Company intends to use the
proceeds to incur “Canadian development expenses” as defined in the
Income Tax Act (Canada) (“CDE”). The subscribers of the Common
Shares issued under the Private Placement will be entitled to
renunciations from the Company of CDE with an effective date on or
prior to June 27, 2021.
In connection with the Private Placement, Mr.
G.A. Cumming subscribed for 7,737,108 Common Shares and now holds a
total of 8,338,584 Common Shares of Cequence, representing 19.96%
of the total number of issued and outstanding common shares
following the Private Placement.
The Private Placement was subject to approval by
a majority of the Company’s shareholders, excluding votes cast by
shareholders and their affiliates who participated in the Private
Placement.
Debt Prepayment and Amendment
In accordance with the terms of the first
amending agreement dated May 23, 2019 (the “Amending Agreement”)
between Cequence and the holders of its $60 million term loan, the
Company has also completed the prepayment of $10.0 million of
principal, plus accrued interest, on the Term Loan. The Amending
Agreement amends certain provisions of the Term Loan, as described
in more detail in the Company’s press release dated May 23,
2019.
Annual General and Special Meeting of
Shareholders
Cequence held its Annual General and Special
Meeting of shareholders (the "Meeting") in Calgary today. A total
of 9,456,068 common shares of the Company, representing
approximately 39% of the issued and outstanding common shares, were
represented in person or by proxy at the Meeting.
At the Meeting, each of the six nominees
proposed by management was elected to serve as a director of the
Company, to hold office until the close of the next annual meeting
of shareholders or until his successor is elected or appointed. The
directors were elected by ballot at the meeting. The proxies and in
person votes received were as follows:
|
Votes
For |
Votes
Withheld |
Number |
Percent (%) |
Number |
Percent (%) |
Donald Archibald |
6,986,365 |
96.7% |
241,742 |
3.3% |
Peter Bannister |
6,793,221 |
94.0% |
434,886 |
6.0% |
Todd Brown |
6,758,068 |
93.5% |
470,039 |
6.5% |
Howard Crone |
6,969,056 |
96.4% |
259,051 |
3.6% |
Brian Felesky |
6,856,662 |
94.9% |
371,445 |
5.1% |
Dan O’Neil |
6,864,598 |
95.0% |
363,509 |
5.0% |
Cequence’s shareholders also voted in favour of
all other items of business put forward at the meeting, including
the Private Placement, the approval of all unallocated stock
options and restricted share units issuable pursuant to the
Company’s Stock Option Plan and Restricted Share Unit Plan, and the
re-appointment of Deloitte LLP as the Company’s auditors, with each
resolution receiving 90% or more of the votes cast in person or by
proxy at the meeting :
OVERVIEW OF CEQUENCE
Cequence is engaged in the exploration for and
the development of oil and natural gas reserves. The
Company’s primary focus is the development of its Simonette asset
in the Alberta Deep Basin with other non-core assets in Northeast
British Columbia and the Peace River Arch of Alberta. Further
information can be found at www.cequence-energy.com.
The TSX has neither approved nor disapproved the
contents of this news release.
For further information, please
contact:
Todd Brown Chief Executive Officer
Phone: (403) 806-4049 tbrown@cequence-energy.com
Allan Mowbray Vice President, Finance and Chief
Financial Officer Phone: (403) 806-4041
amowbray@cequence-energy.com
Forward-looking Statements or Information
The statements included in this press release
relating to the use of the proceeds from the Private Placement and
the renunciation of CDE by Cequence in favour of the subscribers to
the Private Placement constitute forward-looking statements or
forward-looking information under applicable securities
legislation. Such forward-looking statements or information are
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 statements or information are based on a
number of factors and assumptions which have been used to develop
such statements and information, but which may prove to be
incorrect. Although the Company believes that the expectations
reflected in such forward-looking statements or information are
reasonable, undue reliance should not be placed on forward-looking
statements 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, among other things: the
impact of increasing competition; the timely receipt of any
required regulatory approvals; the ability of the Company to obtain
qualified staff, equipment and services in a timely and cost
efficient manner; the ability of the operator of the projects which
the Company has an interest in to operate the field in a safe,
efficient and effective manner; the ability of the Company to
obtain financing on acceptable terms; field production rates and
decline rates; the ability to replace and expand oil and natural
gas reserves through acquisition, development of exploration; the
timing and costs of pipeline, storage and facility construction and
expansion and the ability of the Company to secure adequate product
transportation; future oil and natural gas prices; currency,
exchange and interest rates; the regulatory framework regarding
royalties, taxes and environmental matters; 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 statements or information are
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 statements or
information. These risks and uncertainties may cause actual results
to differ materially from the forward-looking statements or
information. The material risk factors affecting the Company and
its business are contained in the Company's Annual Information Form
which is available on SEDAR at www.sedar.com.
The forward-looking statements or information
contained in this press release are made as of the date hereof and
the Company 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 required by
applicable securities laws. The forward-looking statements or
information contained in this press release are expressly qualified
by this cautionary statement.