REG - Southern Energy Corp - AMENDMENT TO OUTSTANDING CONVERTIBLE DEBENTURES

Southern EnergyAnnouncement

02/04/2025 07:04

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RNS Number : 3137D  Southern Energy Corp.  02 April 2025

 

THIS ANNOUNCEMENT (THE "ANNOUNCEMENT"), AND THE INFORMATION CONTAINED HEREIN
IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (ITS TERRITORIES
OR POSSESSIONS), AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE:
(A) A PROSPECTUS OR OFFERING MEMORANDUM; (B) AN ADMISSION DOCUMENT PREPARED IN
ACCORDANCE WITH THE AIM RULES; OR (C) AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT AND THE APPENDIX DOES NOT
CONSTITUTE OR CONTAIN, AND SHOULD NOT BE CONSTRUED AS, ANY INVITATION,
SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF SOUTHERN ENERGY CORP. IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(REGULATION 596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

SOUTHERN ENERGY OBTAINS APPROVAL FOR AMENDMENT TO

OUTSTANDING CONVERTIBLE DEBENTURES

 

Calgary, Alberta -  2 April 2025 - Southern Energy Corp. ("Southern" or the
"Company") (TSXV:SOU, AIM:SOUC) announces it has received an extraordinary
resolution from the holders (the "Debentureholders") of its outstanding
convertible unsecured subordinated debentures (the "Debentures") approving
certain amendments to the debenture indenture entered into between the Company
and Computershare Trust Company of Canada (the "Trustee") dated June 14, 2019,
as amended by a first supplemental indenture dated June 30, 2021 and a second
supplemental indenture dated June 26, 2024, to provide that, subject to and
following the completion of the previously announced equity fundraising, which
consists of a placing of new units of the Company ("Units") to new and
existing institutional investors on AIM (the "Placing") and a concurrent
public offering of new Units in Canada (together with the Placing, the
"Fundraising"), an amount equal to 102.5% of the principal amount outstanding
under the Debentures plus all accrued and unpaid interest as of the closing
date would convert into Units at the revised Prospectus Price and such Units
would be subject to customary lock up provisions (the "Debenture Amendment").
Pursuant to receipt of the extraordinary resolution from the Debentureholders,
Southern will enter into a third supplemental indenture with the Trustee to
effect the Debenture Amendment. As at the date hereof, the Company has 4,286
Debentures outstanding at face value of C$1,000 each. The completion of the
Debenture Amendment remains subject to acceptance of the TSX Venture Exchange.

The Company also announces a revision to the expected timetable for the
Fundraising, as further detailed below. The remainder of the terms of the
Fundraising will continue without amendment. Defined terms used in this
Announcement have the same meaning given to them as defined in the Company's
announcement released on 25 March 2025 unless otherwise defined herein.

 

Expected Timetable of Principal Events

 Completion of Bookbuild                                                       No later than 10.00 p.m. (GMT) on 2 April 2025
 Admission effective and dealings in the Common Shares underlying the Placing   On or around 8.00 a.m. (GMT) on 9 April 2025
 Units and the Prospectus Units on AIM
 Admission effective and dealings in the Common Shares underlying the Placing  On or around 9:30 a.m. (ET) on 9 April 2025
 Units and the Prospectus Units on TSX-V

 

For further information about Southern, please visit our website at
www.southernenergycorp.com
(https://url.avanan.click/v2/___http:/www.southernenergycorp.com___.YXAzOnNvdXRoZXJuZW5lcmd5Y29ycDphOm86MzA2NjE2OWIxMDBjM2FjM2I3ZjZhZDA1OGM0NTUwODU6NjpkYzc5OmExY2U1YzQxYTI4YWQ0NjQ0MWZhZThlYTdkZDdlNzlkNDI1NDQ5MjllNjk0M2QyOGFmNWQzZWIxZTRkMTJkNTQ6cDpU)
or contact:

 Southern Energy Corp.

 Ian Atkinson (President and CEO)                                 +1 587 287 5401

 Calvin Yau (CFO)                                                 +1 587 287 5402

 Research Capital Corporation - Lead Agent & Sole Bookrunner      +1 403 750 1280

 Kevin Shaw                                                       kshaw@researchcapital.com
 Tennyson Securities - Joint Bookrunner & Joint Broker            +44 (0) 20 7186 9033

 Peter Krens / Jason Woollard

 Strand Hanson Limited - Nominated & Financial Adviser            +44 (0) 20 7409 3494

 James Spinney / James Bellman / Rob Patrick
 Hannam & Partners - Joint Bookrunner                              +44 (0) 20 7907 8500

 Samuel Merlin / Leif Powis
 Camarco                                                          +44 (0) 20 3757 4980

 Owen Roberts / Sam Morris / Tomisin Ibikunle

 

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance or the South
African Reserve Bank; and the Placing Units have not been, nor will they be,
registered or qualified for distribution, as applicable under or offered in
compliance with the securities laws of any state, province or territory of
United States, Australia, New Zealand, Canada, Japan or South Africa.
Accordingly, the Common Shares and Warrants underlying the Placing Units may
not (unless an exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into the
United States, Australia, New Zealand, Canada, Japan or South Africa or any
other jurisdiction in which such offer, sale, resale or delivery would be
unlawful.

The securities described herein have not been, and will not be, registered
under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act")
or with any securities regulatory authority of any state or other jurisdiction
of the United States, and accordingly, may not be offered or sold within the
United States, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities Act and
applicable state or local securities laws. The securities described herein are
being offered and sold outside the United States in "offshore transactions" as
defined in and in reliance on Regulation S under the U.S. Securities Act. This
Announcement shall not constitute or form part of, and should not be construed
as, an offer or invitation to sell or issue, or any solicitation to purchase
or subscribe for, or otherwise invest in, any of the Company's securities in
any jurisdiction, nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful.
There has been and will be no public offer of the Company's securities in
Australia, New Zealand, Japan, South Africa, the United States or elsewhere,
other than the Prospectus Offering in each of the provinces of Canada, except
Québec.

 

Forward Looking Information

This Announcement contains certain forward-looking information (collectively
referred to herein as "forward-looking statements") within the meaning of
applicable Canadian securities laws. Forward-looking statements are often, but
not always, identified by the use of words such as "forecast", "guidance",
"outlook", "anticipate", "target", "plan", "continue", "intend", "consider",
"estimate", "expect", "may", "will", "should", "could" (or the negatives or
similar words suggesting future outcomes. Forward-looking statements in this
Announcement may contain, but are not limited to, statements concerning: the
completion of the Fundraising and the timing thereof; and the completion of
the Debenture Amendment.

The forward-looking statements contained in this Announcement are based on a
number of factors and assumptions made by Southern, which have been used to
develop such statements, but which may prove to be incorrect. In addition to
factors and assumptions which may be identified in this press release,
assumptions have been made regarding and may be implicit in, among other
things: the business plan of Southern; and the receipt of all approvals and
satisfaction of all conditions to the completion of the Fundraising. Readers
are cautioned that the foregoing list is not exhaustive of all factors and
assumptions which have been used.

Although management considers these assumptions to be reasonable based on
information currently available, undue reliance should not be placed on the
forward-looking statements because Southern can give no assurances that they
may prove to be correct. By their very nature, forward-looking statements are
subject to certain risks and uncertainties (both general and specific) that
could cause actual events or outcomes to differ materially from those
anticipated or implied by such forward-looking statements. As a result, any
potential investor should not rely on such forward-looking statements in
making their investment decisions. No representation or warranty is made as to
the achievement, or reasonableness of, and no reliance should be placed on
such forward-looking statements. Please refer to Southern's most recent Annual
Information Form for the year ended December 31, 2023 and management's
discussion and analysis for the period ended September 30, 2024, and other
continuous disclosure documents for risk factors relating to Southern, which
can be accessed either on Southern's website at www.southernenergycorp.com or
under the Company's profile on www.sedarplus.ca.

The forward-looking statements contained in this Announcement are made as of
the date hereof and the Company does not undertake any obligation to update
publicly or to revise any of the included forward-looking statements, except
as required by applicable law. The forward-looking statements contained herein
are expressly qualified by this cautionary statement.

Neither 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 Announcement. This
Announcement has not been approved or disapproved by the U.S. Securities and
Exchange Commission, any state securities commission or any other regulatory
authority in the United States.

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act, and may not be offered or sold in the United States, except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable state or
local securities laws. No public offering of securities is being made in the
United States.

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