REG - Southern Energy Corp - RESULTS OF FUNDRAISING
02/11/2023 07:16
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RNS Number : 1745S Southern Energy Corp. 02 November 2023
THIS 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 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 CORP. ANNOUNCES RESULTS OF FUNDRAISING
Calgary, Alberta - 2 November 2023 - Southern Energy Corp. ("Southern" or the
"Company") (TSXV:SOU) (AIM:SOUC) (OTCQX:SOUTF), a U.S.-focused,
growth-oriented natural gas producer, is pleased to announce the results of
the conditional Fundraising announced on 1 November 2023.
Pursuant to the Fundraising, a total of 26,630,000 new Common Shares (the
"Fundraising Shares") have been conditionally placed with new and existing
investors at a price of 15.5 pence (the "Placing Price") or C$0.26 (the
"Prospectus Price") per new Common Share, raising aggregate gross proceeds of
US$5.0 million (£4.1 million, C$6.9 million). The net proceeds from the
Fundraising will be used alongside existing cash, cash flows and undrawn debt
facilities to fund the completion of the up to four drilled and uncompleted
("DUC") wells at a cost of approximately US$3 million per well.
The Fundraising Shares will consist of 14,863,097 Placing Shares, 11,702,387
Prospectus Shares and 64,516 Subscription Shares conditionally placed at the
Placing Price and Prospectus Price as appropriate, representing gross proceeds
of US$2.8 million (£2.3 million, C$3.9 million), US$2.2 million (£1.8
million, C$3.0 million), and US$0.01 million (£0.01 million, C$0.02 million),
respectively.
The total Fundraising Shares will represent approximately 16.1 per cent. of
the Company's enlarged share capital post-completion of the Fundraising. The
Placing Price represents a 16.2 per cent. discount to the closing price on 1
November 2023 on AIM, being the last practicable closing price prior to the
announcement of the Fundraising.
Stifel Nicolaus Europe Limited ("Stifel Europe") and Tennyson Securities, a
trading name of Shard Capital Partners LLP ("Tennyson Securities") acted as
joint bookrunners (the "Joint Bookrunners") in connection with the Placing.
Stifel Nicolaus Canada Inc. ("Stifel Canada") is acting as lead agent and
bookrunner, with Canaccord Genuity Corp, Eight Capital, and Haywood Securities
Inc as agents, in connection with the Prospectus Offering.
Participation by PDMRs
Certain persons discharging managerial responsibilities (PDMRs) of the Company
have participating in the Fundraising via the Subscription and Prospectus
Offering, acquiring a total of 746,055 new Common Shares representing gross
proceeds of US$0.14 million (£0.12 million, C$0.19 million). The FCA
notifications, made in accordance with the requirements of the MAR, are
appended below.
Ian Atkinson, President and CEO of Southern, commented:
"I am pleased to announce the successful Fundraising today that will allow us
to accelerate the completion of Southern's four drilled and uncompleted wells
in Gwinville in an increasingly positive macro gas price environment. The
accelerated completion of the four wells is anticipated to provide significant
production growth and cash flow to the business and we look forward to getting
to work to bring these wells on to production."
"I would like to thank all of the shareholders who have continued to support
the Company in this Fundraising, and welcome new investors onto the register
at what we expect to be an exciting time for the business, supported by the
increasing structural imbalance in U.S. natural gas."
Capitalised terms not otherwise defined in the text of this announcement have
the meanings given in the Company's announcement dated 1 November 2023.
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
Stifel Nicolaus Europe Limited - Joint Bookrunner & Joint Broker +44 (0) 20 7710 7600
Callum Stewart / Ashton Clanfield / Simon Mensley
Tennyson Securities - Joint Bookrunner & Joint Broker +44 (0) 20 7186 9033
Peter Krens / Pav Sanghera
Strand Hanson Limited - Nominated & Financial Adviser +44 (0) 20 7409 3494
James Spinney / James Bellman
Canaccord Genuity - Joint Broker +44 (0) 20 7523 8000
Henry Fitzgerald-O'Connor / James Asensio
Camarco +44 (0) 20 3757 4980
Owen Roberts / Billy Clegg / Hugo Liddy
Settlement of the Fundraising Shares and Application for Admission
Application will be made to the London Stock Exchange for the Fundraising
Shares to be admitted to trading on AIM and to the TSXV for the Fundraising
Shares to be admitted to trading on the TSXV. The Prospectus Offering is
expected to close on or about 9 November 2023, subject to customary closing
conditions, including the approval of the TSXV. It is currently expected
that admission will become effective, and that dealings in the Fundraising
Shares will commence on AIM, at 8.00 a.m. (GMT) and on the TSXV at 9:30 a.m.
(ET) on or around 9 November 2023.
The Fundraising Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing Common Shares of the
Company, including the right to receive all dividends and other distributions
thereafter declared, made or paid on the enlarged share capital from
admission.
Total Voting Rights
Following the admission of the Fundraising Shares, Southern's total issued
share capital will consist of 165,718,160 Common Shares. The Company does not
hold any Common Shares in Treasury. Therefore, this figure may be used by
shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change in
interest in, the share capital of the Company under the Disclosure Guidance
and Transparency Rules of the FCA.
PDMR Disclosures
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name 1. Ian Atkinson
2. Calvin Yau
3. Gary McMurren
4. Reginald Steven Smith
5. Bruce Beynon
6. Neil Smith
7. John Nally
2. Reason for the Notification
a) Position/status 1. Director, President & CEO
2. Chief Financial Officer
3. Chief Operating Officer
4. Non-Executive Director
5. Non-Executive Director
6. Non-Executive Director
7. Non-Executive Director
b) Initial notification/Amendment Initial Notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Southern Energy Corp.
b) LEI 213800R25GL7J3EBJ698
4. Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the Financial instrument, type of instrument Common shares of no par value in Southern Energy Corp.
Identification code I
S
I
N
:
C
A
8
4
2
8
1
3
3
0
5
9
b) Nature of the transaction Subscription for new Common Shares
c) Price(s) and volume(s) Price(s) Volume(s)
1. C$0.26 76,923
2. C$0.26 57,692
3. C$0.26 100,000
4. C$0.26 288,462
5. C$0.26 120,000
6. C$0.26 38,462
7. 15.5p 64,516
d) Aggregated information:
·Aggregated volume N/A
·Price
e) Date of the transaction 2 November 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information:
·Aggregated volume
·Price
N/A
e)
Date of the transaction
2 November 2023
f)
Place of the transaction
Outside a trading venue
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:
Southern's business strategy and plan, including its objectives, strengths and
focus; the completion of the Fundraising and the terms, size and timing
thereof and the use of proceeds therefrom, including the acceleration of the
completion of up to four DUC wells; the Company's price dependent growth and
acquisition and consolidation strategies, including targets, metrics, planned
investments, and allocation of funds, anticipated operational results; capital
expenditures and drilling plans and locations the performance characteristics
of the Company's oil and natural gas properties; the ability of the Company to
achieve drilling success consistent with management's expectations; and the
source of funding for the Company's activities including development costs.
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; the receipt of all approvals and
satisfaction of all conditions to the completion of the Fundraising; the
timing of and success of future drilling, development and completion
activities; the geological characteristics of Southern's properties;
prevailing commodity prices, price volatility, price differentials and the
actual prices received for the Company's products; the availability and
performance of drilling rigs, facilities, pipelines and other oilfield
services; the timing of past operations and activities in the planned areas of
focus; the drilling, completion and tie-in of wells being completed as
planned; the performance of new and existing wells; the application of
existing drilling and fracturing techniques; prevailing weather and break-up
conditions; royalty regimes and exchange rates; the application of regulatory
and licensing requirements; the continued availability of capital and skilled
personnel; the ability to maintain or grow the banking facilities; the
accuracy of Southern's geological interpretation of its drilling and land
opportunities, including the ability of seismic activity to enhance such
interpretation; and Southern's ability to execute its plans and strategies.
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. Risks and uncertainties that can materially
impact the Company's results include, but are not limited to: incorrect
assessments of the value of benefits to be obtained from exploration and
development programs; changes in the financial landscape both domestically and
abroad, including volatility in the stock market and financial system; wars
(including Russia's war in Ukraine and the Israel-Palestinian conflict); risks
associated with the oil and gas industry in general (e.g. operational risks in
development, exploration and production, delays or changes in plans with
respect to exploration or development projects or capital expenditures, and
environmental regulations); commodity prices; increased operating and capital
costs due to inflationary pressures; the uncertainty of estimates and
projections relating to production, cash generation, costs and expenses;
health, safety, litigation and environmental risks; access to capital; the
availability of future financings and divestitures; public and political
sentiment towards fossil fuels; and the effects of pandemics and other public
health events (including but not limited to COVID-19). Due to the nature of
the oil and natural gas industry, drilling plans and operational activities
may be delayed or modified to react to market conditions, results of past
operations, regulatory approvals or availability of services causing results
to be delayed. Please refer to Southern's most recent Annual Information Form
for the year ended December 31, 2022 and management's discussion and analysis
for the period ended June 30, 2023, and other continuous disclosure documents
for additional 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.
Market Abuse Regulation
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended.
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 release.
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 of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
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