Bengal Energy Announces $8.0 Million Private Placement to Fund Acquisition of Additional Interest in Cuisinier

Bengal Energy Announces $8.0 Million Private Placement to Fund Acquisition of Additional Interest in Cuisinier

Canada NewsWire

CALGARY, July 4, 2013 /CNW/ – Bengal Energy (TSX: BNG) (“Bengal”, or the “Company”) is pleased to announce that it will be
conducting a non-brokered private placement of 8,000 units (“Units”) of
the Company at a price of $1,000 per Unit for aggregate gross proceeds
of $8.0 million (the “Private Placement”). The proceeds from the
Private Placement will be used to fund the Company’s previously
announced exercise of a pre-emptive right to purchase an additional
5.357% interest in the Cuisinier Oil Field and Authority to Prospect
(“ATP”) 752P (the “Acquisition”) in the Cooper-Eromanga Basin in
Queensland, Australia,. Upon completion of the Acquisition, the
Company’s total ownership in Cuisinier will increase to 30.357%,
resulting in Bengal’s net production participation increasing by more
than 20%.

Each Unit will consist of $1,000 principal amount of 10% unsecured
non-convertible redeemable notes (“Notes”) and either: (i) 156.25
common share purchase warrants (“Warrants”), in the case of
subscriptions by non-insiders, or (ii) 156.25 value appreciation rights
(“VARs”), in the case of subscriptions by insiders. The Notes bear
interest at a rate of 10% per annum, payable quarterly, and have a term
of 36 months. Following the first anniversary of the closing date (the
“Closing Date”) of the Private Placement, the Company shall be required
to make quarterly repayments of the outstanding principal of Notes in
an amount equal to 6.25% of the principal amount of Notes outstanding
on the last day of each applicable quarter. Each whole Warrant
entitles the holder thereof, for a period of 36 months following the
Closing Date, to acquire one common share (a “Common Share”) in the
capital of the Company at a purchase price equal to $0.75 per Common
Share. Each whole VAR entitles the holder thereof, for a period of 36
months following the Closing Date, to exercise the VAR and thereby
receive a cash payment equal to the difference between the market price
of one Common Share on the exercise date and $0.75. Certain insiders
of the Company are expected to purchase 3,500 Units under the Private
Placement, representing over 40% of the Notes. The Private Placement is
anticipated to close on or around July 5, 2013.

“We are very pleased to increase our ownership in Cuisinier, a key light
oil, high netback producing property,” said Chayan Chakrabarty,
Bengal’s President & CEO. “Our strong balance sheet enabled us to
finance the Acquisition quickly, positioning us to benefit from a
larger proportion of the production and resultant cash flows, as well
as gaining greater exposure to the future upside we believe is inherent
in Cuisinier.”

This press release does not constitute an offer of the Notes, Warrants
(or the Common Shares issuable on the exercise thereof) or the VARs
(collectively, the “Securities”) for sale in the United States or in
any jurisdiction in which such offer or sale would be unlawful. The
Securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States
absent registration or an exemption from registration under that Act.

All Securities issued in connection with the Private Placement will be
subject to a statutory hold period of four months plus one day from the
Closing Date in accordance with applicable securities law.

About Bengal
Bengal Energy Ltd. is an international junior oil and gas exploration
and production company based in Calgary, Alberta. The Company is
committed to growing shareholder value through international
exploration, production and acquisitions. Bengal trades on the TSX
under the symbol BNG. Additional information is available at www.bengalenergy.ca.

This news release contains certain forward-looking statements or
information (“forward-looking statements”) as defined by applicable
securities laws that involve substantial known and unknown risks and
uncertainties, many of which are beyond Bengal’s control. These
forward-looking statements relate to future events or our future
performance. All statements other than statements of historical fact
may be forward-looking statements. The use of any of the words “plan”,
“expect”, “prospective”, “project”, “intend”, “believe”, “should”,
“anticipate”, “estimate”, or other similar words or statements that
certain events “may” or “will” occur are intended to identify
forward-looking statements. The projections, estimates and beliefs
contained in such forward-looking statements are based on management’s
estimates, opinions, and assumptions at the time the statements were
made, including, without limitation, assumptions relating to: the
impact of economic conditions in North America, Australia, India and
globally; industry conditions; changes in laws and regulations
including, without limitation, the adoption of new environmental laws
and regulations and changes in how they are interpreted and enforced;
increased competition; the availability of qualified operating or
management personnel; fluctuations in commodity prices, foreign
exchange or interest rates; stock market volatility and fluctuations in
market valuations of companies with respect to announced transactions
and the final valuations thereof; and the ability to obtain required
approvals and extensions from regulatory authorities. We believe the
expectations reflected in those forward-looking statements are
reasonable but, no assurances can be given that any of the events
anticipated by the forward-looking statements will transpire or occur,
or if any of them do so, what benefits that Bengal will derive from
them. As such, undue reliance should not be placed on forward-looking
statements. Forward-looking statements contained herein include, but
are not limited to, statements regarding: the use of proceeds from the
Private Placement; the closing of the Private Placement; the number of
Units to be subscribed for by insiders and non-insiders; the terms of
the Securities and receipt of regulatory approvals in respect of the
Private Placement; completion of the Acquisition; and the benefits of
the Acquisition. The forward-looking statements contained herein are
subject to numerous known and unknown risks and uncertainties that may
cause Bengal’s actual financial results, performance or achievement in
future periods to differ materially from those expressed in, or implied
by, these forward-looking statements, including but not limited to,
risks associated with: the failure to obtain required safety
assessments and rig acceptance; failure to secure required equipment
and personnel; changes in general global economic conditions including,
without limitations, the economic conditions in North America,
Australia, India; increased competition; the availability of qualified
operating or management personnel; fluctuations in commodity prices,
foreign exchange or interest rates; changes in laws and regulations
including, without limitation, the adoption of new environmental and
tax laws and regulations and changes in how they are interpreted and
enforced; the results of exploration and development drilling and
related activities; the ability to access sufficient capital from
internal and external sources; failure to obtain or delays in obtaining
regulatory approvals; delays or changes in planned operations;
operational risks associated with exploration, development and
production; the results of geological, geophysical and reservoir
analysis; results of drilling and seismic activities; results of due
diligence investigations; and stock market volatility. Readers are
encouraged to review the material risks discussed in Bengal’s Annual
Information Form under the heading “Risk Factors” and in Bengal’s
annual MD&A under the heading “Risk Factors”. The Company cautions
that the foregoing list of assumptions, risks and uncertainties is not
exhaustive. The forward-looking statements contained in this news
release speak only as of the date hereof and Bengal does not assume any
obligation to publicly update or revise them to reflect new events or
circumstances, except as may be require pursuant to applicable
securities laws.

SOURCE Bengal Energy Ltd.

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