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North Sea Energy Announces Closing of Convertible Debenture Financing
By: Marketwired .
Nov. 22, 2012 04:57 PM
TORONTO, ONTARIO -- (Marketwire) -- 11/22/12 -- North Sea Energy Inc. ("NSE" or the "Company") (TSX VENTURE:NUK) is pleased to announce that it has closed the first tranche of a non-brokered private placement (the "Private Placement") of unsecured convertible debentures (the "Debentures") for gross proceeds of $3,800,000. If there is additional interest, a second and final tranche of the private placement will close on or before December 17, 2012 (or there about) for gross proceeds up to $10,000,000.
The subscription price per Debenture is $1,000. Interest on the Debentures is 7.75%, payable semi-annually, for a term of five years from the issue date. The Debentures are convertible into common shares of the Company (the "Common Shares") at the holder's option at any time after four months from the date of issuance at a price of $0.45 per Common Share (the "Conversion Price") and upon 20 business days' notice to the Company. The Company may elect to convert the Debentures on each anniversary date of the date of issuance of the Debentures at the Conversion Price. The Company shall have the right at any time after December 1, 2015 to repay all or a portion of the Debentures without the consent of the holders, subject to the right of the holders to convert prior to such prepayment. The Debentures will be subject to a hold period expiring on March 23, 2013.
The Company will pay a finder's fee equal to 5% of the gross proceeds of the Private Placement.
The proceeds of the Private Placement will be used to fund the Company's exploration and development program in the North Sea and for general working capital purposes.
The Private Placement is subject to final approval by the TSX Venture Exchange and any other applicable securities legislation.
About North Sea Energy Inc.
NSE is a UK-focused oil and gas exploration and production ("E&P") company listed on the TSX Venture Exchange. NSE is producing light oil from the Jacky field, located in the Inner Moray Firth off the Scottish coast and has acquired an interest in twelve blocks in the North Sea.
Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to timing and completion of the Private Placement (including receipt of TSX-V approval), oil reserves and future revenues. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information. Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada, the United States, UK and globally; industry conditions, including fluctuations in the prices of oil and natural gas; governmental regulation of the oil and gas industry, including environmental regulation; unanticipated operating events or performance which can reduce production or cause production to be shut in or delayed; failure to obtain industry partner and other third party consents and approvals, if and when required; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for oil and natural gas; liabilities inherent in oil and natural gas operations; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, skilled personnel and supplies; incorrect assessments of the value of acquisitions; geological, technical, drilling, processing and transportation problems; changes in tax laws and incentive programs relating to the oil and gas industry; failure to realize the anticipated benefits of acquisitions and dispositions; and the other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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