Alamo Secures New Financing From Institutional Investors
July 27 2011 - 9:00AM
Alamo Energy Corp. (OTCBB:ALME) is pleased to announce that it has
entered into a definitive securities purchase agreement with
institutional investors for the purchase of the aggregate principal
value of approximately $1,310,621 of debentures for an aggregate
purchase price of approximately $1,114,000 in a private placement.
The closing of the sale of the debentures is anticipated to occur
on or about July 29, 2011, subject to customary closing conditions.
The debentures have an original issue discount of 15%, bear
interest at 5% per annum, and mature on the second anniversary of
the issue date. Under the terms therein, the debentures are
convertible, in whole or in part, into common stock at a conversion
price of $1.00, subject to adjustment as provided in the
debentures.
Additionally, the investors received Series A Warrants to
purchase up to 655,310 shares of common stock at an exercise price
of $1.25 per share for a term of five years, Series B Warrants to
purchase up to 1,310,621 shares of common stock at an exercise
price of $1.00 per share for a term of twelve months, and Series C
Warrants that vest proportionally upon exercise of the Series B
Warrants and provide the holder with the right to purchase up to
655,310 shares of common stock at an exercise price of $1.25 per
share for a term of five years. Pursuant to a Registration Rights
Agreement between the Company and the investors, the Company is
required to file a resale registration statement within 45 days
that covers the resale of the underlying shares of the debentures
and the shares issuable upon exercise of the Warrants.
Allan Millmaker, Chief Executive Officer, commented: "We are
delighted that the company has raised further financing from
institutional investors in addition to existing facilities in
place. We believe this additional financing will allow us to
aggressively expand our operations in the Appalachian basin."
Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw
Capital Group, Inc., (Nasdaq:RODM), acted as the exclusive
placement agent for the transaction. For more information, please
visit www.rodm.com.
A summary of the transaction will be included in the Company's
Current report on Form 8-K to be filed with the Securities and
Exchange Commission.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities. The securities offered
and sold in the private placement have not been registered under
the 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 applicable exemption from registration under
the Securities Act and applicable state securities laws.
About Alamo Energy Corp.
Headquartered in London, England and with operational offices in
Knox County, Kentucky and Houston, Texas, Alamo Energy Corp.
(OTCBB:ALME) is an independent company focused on the exploration,
development and production of onshore oil and gas reserves in the
United Kingdom and United States. The company's UK exploration
program is focused on four blocks spread over 400 square kilometers
in an onshore oil and gas province in South East England. Alamo's
U.S. operations are focused on the development of assets in Texas,
Kentucky, Tennessee and West Virginia. For more information visit
www.alamoenergycorp.com
The Alamo Energy Corp. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=7619
Forward-looking Statements:
This press release contains forward-looking statements (as
defined in Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended)
concerning future events and the Company's growth and business
strategy. Words such as "expects," "will," "intends," "plans,"
"believes," "anticipates," "hopes," "estimates," and variations on
such words and similar expressions are intended to identify
forward-looking statements. Although the Company believes that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct. These statements involve known and
unknown risks and are based upon a number of assumptions and
estimates that are inherently subject to significant uncertainties
and contingencies, many of which are beyond the control of the
Company. Actual results may differ materially from those expressed
or implied by such forward-looking statements. Factors that
could cause actual results to differ materially include, but are
not limited to, changes in the Company's business; competitive
factors in the market(s) in which the Company operates; risks
associated with operations outside the United States; risks
associated with oil and gas operations; and other factors listed
from time to time in the Company's filings with the Securities and
Exchange Commission. The Company expressly disclaims any
obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with respect
thereto or any change in events, conditions or circumstances on
which any statement is based.
Cautionary Note to U.S. Investors - The United
States Securities and Exchange Commission permits oil and gas
companies, in their filings with the SEC, to disclose only reserves
that comply with the definitions presented at Rule 4-10(a) of
Regulation S-X. We use certain terms in this press release that the
SEC's guidelines strictly prohibit us from including in filings
with the SEC. Examples of such disclosures would be statements
regarding "probable," "possible," or "recoverable" reserves among
others. U.S. Investors are urged to consider closely the disclosure
in our Form S-1, File No. 333-169609, available from us at 10497
Town & Country Way, Suite 820, Houston, Texas, 77024, United
States of America.
CONTACT: Alamo Energy Corp.
Philip Mann
+1 832-436-1832
ir@alamoenergycorp.com
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