Kallisto Announces Flow-Through Share Private Placement and Shareholder Approval of Resolution Permitting Change of Control
June 26 2014 - 6:30PM
Marketwired
Kallisto Announces Flow-Through Share Private Placement and
Shareholder Approval of Resolution Permitting Change of Control
CALGARY, ALBERTA--(Marketwired - Jun 26, 2014) - Kallisto Energy
Corp. (TSX-VENTURE:KEC) ("Kallisto" or the "Company") announces
that it intends apply to the TSX Venture Exchange for approval to
complete a non-brokered private placement of up to 14,285,714 Flow
Through Common Shares (the "Flow Through Shares") at a price of
$0.07 per Flow Through Share for gross proceeds of up to $1,000,000
with a minimum offering of $500,000. It is expected that insiders
of the Company will subscribe for up to 25% of the private
placement. The gross proceeds from the sale of the Flow Through
Shares will be used to fund ongoing development activities eligible
for Canadian development expenses ("CDE"), which will be renounced
in favour of the subscribers of the Flow Through Shares effective
on or before December 31, 2014.
The Company also announces that at its recent annual general
meeting, shareholders of the Company overwhelmingly approved a
resolution providing advance shareholder approval for the Company,
subject to regulatory approval and in compliance with the policies
of the TSX Venture Exchange, to enter into one or more
distributions of securities during the next twelve month period
through financings or corporate transactions (the "Transactions")
that may result in a change of control of the Company or the
creation of a new "control person".
Kallisto is currently holding discussions with individual and
corporate entities in connection with securing the funding
necessary to finance the Company's 2014 - 2015 development drilling
program. Management felt that it was prudent to secure the
necessary shareholder approval in advance of agreements to complete
one or more of the Transactions.
Kallisto has a diversified asset base with abundant near term
development drilling opportunities, including:
- Cardium light oil at Minnehik - Buck Lake and Harmatton,
Alberta;
- Elkton light oil and Lower Mannville liquids-rich gas at
Crossfield, Alberta; and
- Doe Creek light oil at Valhalla, Alberta.
Kallisto is targeting to spend up to $9.0 million on these
opportunities in 2014 and 2015. To complete the development
drilling program, Kallisto will require additional sources of
capital. Such additional capital may come through: joint venture or
farm-out agreements; disposition of non-core infrastructure assets;
additional equity financing; or corporate transactions.
The Company is completing the sale of certain non-core assets in
an effort to partially fund its development program:
- Preparation of closing documents is in the final stages on the
sale of an infrastructure asset in the Crossfield, Alberta area.
Closing of this sale is expected to occur in Q3 2013; and
- The Company has signed a letter of intent to dispose of its
Dawson oil transportation pipeline. Negotiations on the final terms
of the transaction are ongoing. Closing of this sale is expected to
occur before the end of 2014.
Net proceeds from these asset sales are expected to total $4.5
million.
Kallisto also announces that an updated corporate presentation
has been posted on the Company's website at
www.kallistoenergy.com.
Kallisto is a Calgary-based junior resource company engaged in
the acquisition, exploration, development and production of oil and
natural gas, primarily in Alberta.
Forward Looking Information
The reader is advised that some of the information contained
herein may constitute forward looking statements within the meaning
assigned by National Instrument 51-102 and other relevant
securities legislation. It includes, but is not limited
to, statements with respect to: the planned private placement of
flow through common shares; the potential for a change of control
of the Company or the creation of a new "control person" through
one or more issuances of securities for financings or corporate
transactions; drilling opportunities on Company lands; the
Company's 2014 - 2015 development drilling program; the potential
sources of capital to fund the 2014 - 2015 development drilling
program; and the potential sale of non-core assets. Forward-looking
information is frequently characterized by words such as "plan",
"expect", "project", "intend", "believe", "anticipate", "estimate",
"scheduled", "potential", or other similar words, or statements
that certain events or conditions "may", "should" or "could" occur.
Forward-looking information is based on the Company's expectations
regarding its future growth, results of operations, production,
future capital and other expenditures (including the amount, nature
and sources of funding thereof), competitive advantages, plans for
and results of drilling activity, environmental matters, business
prospects and opportunities. Such forward-looking information
reflects management's current beliefs and assumptions and is based
on information currently available to it. The reader is cautioned
that assumptions used in the preparation of such information,
although considered reasonable by the Company at the time of
preparation, may prove to be incorrect and readers are cautioned
not to place undue reliance on forward-looking information, which
speaks only as of the date hereof. The Company does not undertake
any obligation to release publicly any revisions to forward-looking
information contained herein to reflect events or circumstances
that occur after the date hereof or to reflect the occurrence of
unanticipated events, except as may be required under applicable
securities laws.
Forward-looking information involves significant known and
unknown risks and uncertainties. A number of factors could cause
actual results to differ materially from the results discussed in
the forward-looking information including risks associated with the
impact of general economic conditions, industry conditions,
governmental regulation, volatility of commodity prices, currency
fluctuations, imprecision of reserve and resource estimates,
environmental risks, competition from other industry participants,
the lack of availability of qualified personnel or management,
stock market volatility and the Company's ability to access
sufficient capital from internal and external sources. Additional
risks and uncertainties are described in the Company's Annual
Information Form dated April 25, 2014 which is filed under the
Company's SEDAR profile at www.sedar.com.
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.
Kallisto Energy Corp.Robyn LorePresident and Chief Executive
Officer(403) 237-9996www.kallistoenergy.com