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Abstract
Mr. Seymour Schulich, Birchcliff's largest shareholder, who currently holds approximately 26% of the outstanding shares of Birchcliff said, "I believe that a sale of the Corporation at the bottom of the commodity price cycle will not achieve an appropriate value for Birchcliff's shareholders. I am pleased at this juncture to invest further with Mr. [Jeff Tonken] and his team and to continue as Birchcliff's major shareholder. In conjunction with Birchcliff's bought deal equity financing, I intend to purchase by way of private placement, 5 million common shares of Birchcliff for $38 million."
Birchcliff has entered into a bought deal equity financing agreement with a syndicate of underwriters co-led by GMP Securities L.P., Cormark Securities Inc. and National Bank Financial Inc., and including CIBC World Markets Inc., HSBC Securities (Canada) Inc., and Stifel Nicolaus Canada Inc. (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase on a "bought deal" basis, 8,075,000 common shares of Birchcliff (the "Common Shares") at a price of $7.65 per Common Share and 1,100,000 common shares to be issued on a "flow-through" basis (the "Flow-Through Shares") at a price of $9.20 per Flow-Through Share, for aggregate gross proceeds of $71.9 million (the "Bought-Deal Offering"). In addition, the Underwriters have been granted an over-allotment option, which may be exercised up to 30 days after closing of the Bought Deal Offering, to purchase up to an additional 1,211,250 Common Shares at a price of $7.65 per Common Share for further gross proceeds of $9.3 million which, if fully exercised, would increase the maximum gross proceeds raised from the Bought Deal Offering to $81.2 million.
Forward Looking Information: This press release contains forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information relates to future events or future performance and is based upon the Corporation's current internal expectations, estimates, projections, assumptions and beliefs. All information other than historical fact is forward-looking information. Information relating to "reserves" is forward-looking as it is a forecast of quantities of hydrocarbons that can be economically recovered and sold in the future or a forecast of the net future revenues that can be realized from the recovery and sale of such hydrocarbons. Words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words that convey certain events or conditions "may" or "will" occur are intended to identify forward-looking information. In particular, this Press Release contains forward-looking information relating to the anticipated use of proceeds of the Bought Deal Offering and the Private Placement, the anticipated closing date of the Bought Deal Offering and the Private Placement, estimates of future net revenues from the Corporation's reserves, the Corporation's intention to expand processing facilities and drill and complete future wells and planned production increases.