Calgary, Alberta, June 06, 2014 /FSC/ - Passport Energy Ltd. (TSX-V: PPO), ("Passport") is pleased to announce that it has closed its previously announced subscription receipt private placement offering (the "Private Placement"). Passport has issued 53,229,109 subscription receipts ("Subscription Receipts") at a price of $0.18 per Subscription Receipt for gross proceeds of approximately $9,581,240. The gross proceeds are currently being held in escrow by Olympia Trust Company ("Escrow Agent") as escrow agent, pending satisfaction of certain closing conditions (the "Escrow Release Conditions") set forth in a subscription receipt agreement dated June 5, 2014 among Passport, Amarok Energy Inc. ("Amarok"), Integral Wealth Securities Limited ("Integral") and the Escrow Agent. The Escrow Release Conditions include, among other things, that the requisite shareholders approvals of both Passport and Amarok (the "Shareholders Approvals") as set out in the amended and restated arrangement agreement dated May 14, 2014 among Passport, Amarok and 1815766 Alberta Inc. in respect of the proposed plan of arrangement (the "Arrangement") be obtained. Assuming that all the Escrow Release Conditions are met, the Private Placement, along with the previously announced subscription of $13,000,000 of common shares by 32 Degrees Diversified Energy Fund II (Canadian) LP and 32 Degrees Diversified Energy Fund II (US) LP (the "32 Degrees Subscriptions") will result in aggregate gross proceeds of approximately $22,579,440 to Passport. The 32 Degrees Subscriptions are subject to a number of conditions, including, among other things, that the Shareholders Approvals are obtained.
Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt will be exchanged for one common share in the capital of Passport (the "Passport Shares") after the Passport Shares have been consolidated on a six (6) to one (1) basis. In the event the Escrow Release Conditions are not satisfied on or before June 30, 2014, holders of Subscription Receipts will be entitled to a return of the subscription price plus interest earned on the investment of the Subscription Receipt proceeds. The Subscription Receipts are subject to a hold period expiring four months and one day from the date of issue.
Integral Wealth Securities Limited ("Integral") acted as the exclusive agent of Passport to solicit subscriptions and earned a commission equal to 6% of the gross proceeds of the Private Placement (except for subscriptions from certain subscribers identified by Passport and approved by Integral, to a maximum of $1,000,000 in subscriptions), which will only be paid to Integral upon satisfaction of the Escrow Release Conditions.
Proceeds from the Private Placement and the 32 Degrees Subscriptions will be used for general corporate purposes of Powder Mountain Energy Ltd., the resulting issuer upon the completion of the Arrangement.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release
Certain statements contained in this news release constitute forward-looking statements. These statements relate to future events. All statements other than statements of historical fact are forward-looking statements. The use of the words ''may", "expected", "believes" and other words of a similar nature are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Although Passport believes these statements to be reasonable, no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. Such statements include statements with respect to the satisfaction of the Escrow Release Conditions, obtaining the Shareholders Approvals, completion of the 32 Degrees Subscriptions and the payment of the cash commission to Integral. Actual results could differ materially from those anticipated in these forward-looking statements as a result of prevailing economic conditions, receipt of requisite regulatory approvals, and other factors, many of which are beyond the control of Passport. Satisfaction of the Escrow Conditions is subject to certain conditions outside the control of Passport and there is no assurance that all conditions will be met in a timely manner or at all. The forward-looking statements contained in this news release represent Passport's expectations as of the date hereof, and are subject to change after such date. Passport disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by applicable securities regulations.
For further information contact:
Bruce Murray Daniel Tiberio
President & CEO COO
Tel: 403-930-4061 Tel: 403-930-4070
Email: email@example.com Email
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Source: Passport Energy Ltd. (PPO - TSX-V)
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