Serinus Energy Inc. (“Serinus”, “SEN” or the “Company”) (TSX:SEN, WSE:SEN) is pleased to announce that it has filed its final short form prospectus (the “Prospectus”) dated and filed on February 21, 2017, in each of the provinces of Canada other than Québec (the “Qualifying Provinces”) and received a receipt therefor in connection with a marketed offering (the “Offering”) of 72,000,000 common shares in the capital of the Company (the “Offered Shares”) at a price of CDN$0.35 per share for aggregate gross proceeds of CDN$25.2 million (the “Total Offering”). The Offering is being led by GMP FirstEnergy (the “Agent”) on a “commercially reasonable efforts” agency basis.
The Offering is expected to close on or about February 24, 2017, subject to the satisfaction of all conditions to closing the Offering set out in the agency agreement entered into between the Company and the Agent. The Offering will not be completed unless the Total Offering is raised.
For further details regarding the Offering, please see the Prospectus, a copy of which is available under the Company’s profile on www.sedar.com.
In connection with the filing of the Prospectus, the Corporation has also filed a Revised Annual Information Form dated February 21, 2017 for the year ended December 31, 2015 (the “Revised AIF”), which is incorporated by reference in the Prospectus. The Revised AIF supersedes and replaces the Annual Information Form for the Corporation dated March 30, 2016 (the “Original AIF”), and has been revised to supplement certain disclosures regarding contingent resources data of Serinus in Appendix A of the Original AIF, including the deletion of “Form 51-101F1” from the summary of oil and gas risked contingent resources as of December 31, 2015, using forecast prices and costs, on page 20 of Appendix A of the Original AIF (which summary now appears on page 3 of Appendix A.1 of the Revised AIF), the addition of the required cautionary statements, the forecast prices used in estimating the contingent resources data, the risks and the level of uncertainty associated with recovery of the contingent resources, the significant positive and negative factors relevant to the estimate, a description of the applicable project(s), including the estimated total cost required to achieve commercial production, the general timeline of the project, including the estimated date of first commercial production, the recovery methodology and whether the project is based on a conceptual or pre-development study, and the specific contingencies which prevent the classification of the contingent resources as reserves. The Revised AIF also clarifies the status of the Zinnia field since its last assessment by the Company’s independent qualified reserves evaluator and auditor in 2013.
Further, the Revised AIF has been revised to include disclosure of contingent resources at a 60% working interest in the Satu Mare Concession in Romania in Appendix A.1 of the Revised AIF. The disclosure of the contingent resources data in Appendix A of the Original AIF reflected the inclusion of both the Company’s 60% working interest in the Satu Mare Concession, as well as the remaining 40% working interest in respect of which the Company had entered into a Withdrawal and Trust Agreement providing for the provisional transfer of the 40% working interest to the Company. That Withdrawal and Trust Agreement has subsequently been nullified.
The Revised AIF also corrects the following errors: (i) references to product groups that have been repealed in the amendments to National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities (“NI 51-101”), effective July 1, 2015, have been replaced with the accepted product types under NI 51-101; (ii) disclosure of the values of proved undeveloped and probable undeveloped reserves that were first attributed in each of the most recent three financial years for each product type has been added; and (iii) references to “possible reserves” throughout were removed as possible reserves were not disclosed.
Other than as expressly set forth above, the Revised AIF does not, and does not purport to, update or restate the information in the Original AIF or reflect any events that occurred after the date of the Original AIF. For further information, see the “Notice to Reader” in the Revised AIF, a copy of which is available under the Company’s profile on www.sedar.com.
About the Company
Serinus is an international upstream oil and gas exploration and production company with a diversified portfolio of projects in Tunisia and Romania. The common shares of the Company trade under trading symbol “SEN” on both the WSE (Warsaw Stock Exchange) and the TSX.
In Tunisia, Serinus owns a 100% working interest in the Chouech Essaida, Ech Chouech, Sanrhar and Zinnia concessions, and a 45% working interest in the Sabria concession. Four of the concessions are currently producing oil or gas.
In Romania, Serinus owns an undivided 60% working interest in the onshore Satu Mare concession, a 2,949 square kilometre exploration and development block, in north western Romania.
The main shareholder of the Company is Kulczyk Investments S.A., an international investment house founded by Polish businessman Dr. Jan Kulczyk.
This press release contains certain statements relating to Serinus that are based on the expectations of Serinus, as well as assumptions made by, and information currently available to, Serinus, which may constitute forward-looking information under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that Serinus anticipates or expects may, or will occur in the future (in whole or in part) should be considered forward-looking information. In some cases, forward-looking information can be identified by terms such as “forecast”, “future”, “may”, “will”, “expect”, “anticipate”, “believe”, “potential”, “enable”, “plan”, “continue”, “contemplate”, “pro-forma”, or other comparable terminology. In particular, this press release makes reference to the timing and listing of the Company’s common shares on the TSX, resumption of trading on the Warsaw Stock Exchange and the anticipated increased working interest in the Satu Mare concession. Readers are cautioned that such events are subject to certain conditions being satisfied. Accordingly, there is no assurance that such conditions will be satisfied and therefore no assurance that the TSX listing, resumption of trading and increased working interest will be obtained in the time frames anticipated or at all. Many factors could cause the performance or achievement by Serinus to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. These factors include the failure to satisfy the TSX listing conditions and to resume trading on the Warsaw Stock Exchange in a timely manner, failure to satisfy the conditions to obtain the increased interest in the Satu Mare concession, risks relating to the integration of Serinus and Winstar, the failure to realize anticipated synergies and incorrect assessments of the value of Winstar. Readers are cautioned that the foregoing list of factors is not exhaustive.
The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. Serinus is not under any duty to update any of the forward-looking statements after the date of this press release or to conform such statements to actual results or to changes in the Company’s expectations and Serinus disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
Suite 1500, 700-4th Avenue S.W., Calgary, Alberta, Canada
00-511 Warsaw, Poland
Telephone: +48 (22) 414 21 00