Serinus Energy Inc. (“Serinus”, “SEN” or the “Company”) (TSX:SEN, WSE:SEN) is pleased to announce the closing of its previously announced 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 was led by GMP FirstEnergy (the “Agent”) on a “commercially reasonable efforts” agency basis.
The Company’s major shareholder Kulczyk Investments SA (“KI”) owned 39,909,606 common shares representing approximately 50.76% of the Company’s outstanding common shares prior to the completion of the Offering. KI has purchased, either directly or indirectly through its affiliates, CDN$13,542,567 of the Offering thereby increasing its ownership position to 52.18% of the Company’s outstanding common shares after giving effect to the Offering. Such participation is considered a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The transaction is exempt from the formal valuation and minority shareholder approval requirements under MI 61-101. The Company did not file a material change report more than 21 days before the expected closing of the Offering as the details of the Offering and the participation therein by KI were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.
The net proceeds of the Offering will be used by the Company to fund the development of the Moftinu Gas Plant and pre-work for the 2018 drilling program in the Satu Mare Concession in Romania, production enhancement in the Sabria block in Tunisia, and for general corporate purposes.
Jeffrey Auld, President & CEO of Serinus, states: “The closing of this financing is a significant milestone for the Company, providing the necessary capital for the company to continue forward with the Moftinu Gas Development Project in Romania as well as make production enhancement investments in our Tunisian assets. I would very much like to express my appreciation to all of our investors for their continued support as we work towards growing the value of the Company with prudent, strategic investments with the focus on enhancing shareholder value.”
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Serinus is an international upstream oil and gas exploration and production company that owns and operates projects in Tunisia and Romania.
Translation: This news release has been translated into Polish from the English original.
Forward-looking Statements This release contains forward-looking information including statements regarding the use of proceeds from the Offering and expected results. The use of any of the words “target”, “plans”, "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements. Such forward-looking information is based on management’s expectations and assumptions, including that expectations and assumptions concerning the Company’s projected capital investment levels, the flexibility of capital spending plans and the associated source(s) of funding, and the ability of the Company’s drilling program to enhance production. Forward-looking information involves significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: any of the assumptions on which such forward-looking information is based vary or prove to be invalid, including the availability of certain equipment and services and the Company’s access to such equipment and services, political, social, fiscal, legal and economic risks in the countries in which the Company operates, partner or counter-party risk, geological, technical, drilling and processing problems and the other risks identified in the Company’s most recent revised Annual Information Form under the “Risk Factors” section, the Company’s most recent management's discussion and analysis, the final prospectus for the Offering and the Company’s other public disclosure, available under the Company’s profile on SEDAR at www.sedar.com. Although the Company has attempted to take into account important factors that could cause actual costs or results to differ materially, there may be other factors that cause actual results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The forward-looking information included in this release is expressly qualified in its entirety by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.
THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES, OR IN SWITZERLAND, OR IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE “RELEVANT MEMBER STATE”). THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
THE SECURITIES OFFERED UNDER THE OFFERING HAVE NOT BEEN AND WILL NOT BE SUBJECT TO A PUBLIC OFFERING AS DEFINED IN DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 4 NOVEMBER 2003 ON PROSPECTUSES TO BE PUBLISHED WHEN SECURITIES ARE OFFERED TO THE PUBLIC OR ADMITTED TO TRADING AND AMENDING DIRECTIVE 2001/34/EC, AS AMENDED (THE “PROSPECTUS DIRECTIVE”) AND AS IMPLEMENTED IN MEMBER STATES, INCLUDING POLAND.
FOR THE PURPOSES OF THIS DOCUMENT, THE EXPRESSION “A PUBLIC OFFERING” IN RELATION TO ANY SECURITIES IN ANY RELEVANT MEMBER STATE MEANS A COMMUNICATION TO A NUMBER OF PERSONS/ENTITIES NOT LESSER THAN SPECIFIED IN SUCH RELEVANT MEMBER STATE’S LEGISLATION (E.G. IN POLAND TO AT LEAST 150 PERSONS OR TO AN UNSPECIFIED ADDRESSEE), OR TO AN UNSPECIFIED ADDRESSEE IF THE RELEVANT MEMBER STATE HAS IMPLEMENTED THE RELEVANT PROVISION OF DIRECTIVE 2010/73/EU OF THE EUROPEAN PARLIAMENT AND THE COUNCIL AMENDING THE PROSPECTUS DIRECTIVE, IN ANY FORM AND BY ANY MEANS, PRESENTING SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE SECURITIES TO BE OFFERED, SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE TO THESE SECURITIES AS THE SAME MAY BE VARIED IN THAT RELEVANT MEMBER STATE BY ANY MEASURE IMPLEMENTING THE PROSPECTUS DIRECTIVE IN THAT RELEVANT MEMBER STATE.