/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
CALGARY, AB,
March 10, 2022 /CNW/ -
(TSX: RBY) – Rubellite Energy Inc. ("Rubellite", or the
"Company") is pleased to announce that it has entered into a
bought deal financing with a syndicate of underwriters led by
Peters & Co. Limited (the "Underwriters"), pursuant to which
the Underwriters have agreed to purchase for resale to the public,
on a bought-deal basis, 4.8 million common shares ("Common Shares")
of Rubellite at a price of $3.55 per
Common Share for gross proceeds of approximately $17 million (the "Offering"). The Underwriters
will have an option to purchase up to an additional 15% of the
Common Shares issued under the Offering at a price of $3.55 per Common Share to cover over-allotments
and for market stabilization purposes exercisable in whole or in
part at any time until 30 days after closing of the Offering.
In conjunction with the Offering, certain officers, directors
and employees of Rubellite and their associates intend to
purchase, on a non-brokered private placement basis, a minimum of
2.4 million Common Shares at a price of $3.55 per Common Share for gross proceeds of
approximately $8.5 million (the
"Private Placement").
In the first quarter of 2022, Rubellite has invested
approximately $11 million to acquire
crown land prospective for the Clearwater formation. In addition, as
previously announced, Rubellite signed a letter of intent to pursue
a farm-in and option agreement in the Peavine area, in the vicinity
of recent industry Clearwater
drilling and southwest of Rubellite's existing option acreage at
West Dawson in northern
Alberta. The Company has plans to
drill four to six (3.0 – 4.0 net) exploratory wells at Peavine and
on its other northern exploratory blocks to earn acreage and
delineate area type curves. In addition, Rubellite plans to
continue to grow its Clearwater
land base and expand its inventory of prospective drilling
locations through strategic transactions and land purchases.
The net proceeds from the Offering and Private Placement will
initially be used to pay down outstanding bank debt, and
subsequently to fund the Company's ongoing capital expenditures and
for general corporate purposes. Completion of the Offering and
Private Placement is subject to customary closing conditions,
including the receipt of all necessary regulatory approvals,
including the approval of the Toronto Stock Exchange. Closing of
the Offering and Private Placement is expected to occur on or
before March 30, 2022.
The Common Shares issued pursuant to the Offering will be
distributed by way of a short form prospectus in all provinces of
Canada, other than Quebec, and may also be placed privately in
the United States to Qualified
Institutional Buyers (as defined under Rule 144A under the United
States Securities Act of 1933, as amended (the "U.S. Securities
Act")) pursuant to the exemption provided by Rule 144A under the
U.S. Securities Act, and may be distributed outside Canada and the
United States on a basis which does not require the
qualification or registration of any of the Company's securities
under domestic or foreign securities laws. The Common Shares have
not been and will not be registered under the U.S. Securities Act,
and this news release does not constitute an offer of securities
for sale in the United States. The
Common Shares may not be offered or sold in the United States absent registration or an
exemption from registration.
No securities regulatory authority has either approved or
disapproved of the contents of this news release. This
news release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any State in which such offer, solicitation or sale
would be unlawful.
ADDITIONAL INFORMATION
About Rubellite
Rubellite is a Canadian energy company engaged in the
exploration, development and production of heavy crude oil from the
Clearwater formation in
Eastern Alberta, utilizing
multi-lateral drilling technology. Rubellite has a pure play
Clearwater asset base and is
pursuing a robust organic growth plan focused on superior corporate
returns and free funds flow generation while maintaining a
conservative capital structure and prioritizing ESG
excellence. Additional information on Rubellite can be
accessed at the Company's website at www.rubelliteenergy.com and on
SEDAR at www.sedar.com.
The Toronto Stock Exchange has neither approved nor disapproved
the information contained herein.
ADVISORIES
FORWARD-LOOKING INFORMATION
Certain information in this news release including management's
assessment of future plans and operations, and including the
information contained in this press release may constitute
forward-looking information or statements (together
"forward-looking information") under applicable securities laws.
The forward-looking information includes, without limitation,
statements with respect to: the Offering and the Private Placement
including the size of the Offering and the Private Placement, the
use of proceeds under the Offering and the Private Placement, the
expected participation of insiders in the Private Placement, the
anticipated closing of the Offering and Private Placement, the
receipt of all regulatory approvals for the Offering and Private
Placement including the approval of the Toronto Stock Exchange;
number of exploratory wells planned to be drilled at Peavine and on
the other northern exploratory blocks and the benefits to be
derived from such drilling; plans to pursue additional investments
to grow the Company's land base and expand its inventory of
prospective drilling locations across the Clearwater play; and expectations respecting
Rubellite's future exploration, development and drilling activities
and Rubellite's business plan.
Forward-looking information is based on current expectations,
estimates and projections that involve a number of known and
unknown risks, which could cause actual results to vary and in some
instances to differ materially from those anticipated by Rubellite
and described in the forward-looking information contained in this
news release. In particular and without limitation of the
foregoing, material factors or assumptions on which the
forward-looking information in this news release is based include:
the successful operation of the Clearwater assets; forecast commodity prices
and other pricing assumptions; forecast production volumes based on
business and market conditions; foreign exchange and interest
rates; near-term pricing and continued volatility of the market;
accounting estimates and judgments; future use and development of
technology and associated expected future results; the ability to
obtain regulatory approvals; the successful and timely
implementation of capital projects; ability to generate sufficient
cash flow to meet current and future obligations; Rubellite's
ability to operate under the management of Perpetual Energy Inc.
pursuant to the management services and operating agreement; the
ability of Rubellite to obtain and retain qualified staff and
equipment in a timely and cost-efficient manner, as applicable; the
retention of key properties; forecast inflation and other
assumptions inherent in Rubellite's current guidance and estimates;
the continuance of existing tax, royalty, and regulatory regimes;
the accuracy of the estimates of reserves volumes; ability to
access and implement technology necessary to efficiently and
effectively operate assets; and the ongoing and future impact of
the coronavirus and Russia's
military actions in Ukraine on
commodity prices and the global economy, among others.
Undue reliance should not be placed on forward-looking
information, which is not a guarantee of performance and is subject
to a number of risks or uncertainties, including without limitation
those described herein and under "Risk Factors" in Rubellite's
Annual Information Form and MD&A for the year ended
December 31, 2021 and in other
reports on file with Canadian securities regulatory authorities
which may be accessed through the SEDAR website (www.sedar.com) and
at Rubellite's website (www.rubelliteenergy.com). Readers are
cautioned that the foregoing list of risk factors is not
exhaustive. Forward-looking information is based on the estimates
and opinions of Rubellite's management at the time the information
is released, and Rubellite disclaims any intent or obligation to
update publicly any such forward-looking information, whether as a
result of new information, future events or otherwise, other than
as expressly required by applicable securities law.
SOURCE Rubellite Energy Inc.