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/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE U.S./TORONTO,
April 10, 2012 /PRNewswire/ - Sintana Energy Inc. ("
Sintana" or the "
Corporation") (TSX-V: "SNN") and ColCan Energy Corp. ("
ColCan") are pleased to announce that the
$11 million best efforts private placement financing of subscription receipts (the "
Subscription Receipts") of ColCan, first announced on
March 19, 2012, has been revised to a bought deal private placement of Subscription Receipts for gross proceeds of
$11 million (the "
Offering"). The syndicate of underwriters is co-led by Canaccord Genuity Corp. and Cormark Securities Inc. and includes Casimir Capital Ltd., Clarus Capital Ltd. and GMP Securities L.P. (collectively, the "
Each Subscription Receipt will represent the right to automatically receive one (1) common share (a "
ColCanShare") in the capital of ColCan immediately prior to the completion of the business combination between Sintana and ColCan, previously announced on
March 13, 2012 (the "
Transaction"). On completion of the Transaction, each of the ColCan Shares (including those issuable pursuant to conversion of the Subscription Receipts under the Offering) will be exchanged for one and a half (1.5) common shares ("
Sintana Shares") in the capital of Sintana.
As the Subscription Receipts will be issued on a private placement basis, the Subscription Receipts will be subject to an indefinite hold period, which commences from the date of issuance of the Subscription Receipts; however, it is expected that the Sintana Shares issuable in connection with the Transaction (including those issued in connection with the conversion of the Subscription Receipts) will be freely tradable on closing of the Transaction and an application will be made to have the shares listed and posted on the TSX Venture Exchange ("the Exchange"). The net proceeds of the Offering will be used by the combined company ("
Amalco") to fund its capital expenditure program in
South America and for general corporate purposes.
ColCan has also granted the Underwriters an option, (the "
Over-Allotment Option") exercisable in whole or in part, for a period commencing on the closing of the Offering and ending 30 days following the closing date, to purchase up to an additional 13,333,333 Subscription Receipts to cover over-allotments, if any, and for market stabilization purposes, at a price of
$0.30 per Subscription Receipt for additional aggregate gross proceeds of up to
$4 million. If the Over-Allotment Option is fully exercised, gross proceeds from the Offering will be
The Subscription Receipts will be issued pursuant to the terms of a subscription receipt agreement (the "
Subscription Receipt Agreement") to be entered into among ColCan, the Underwriters and Equity Financial Trust Company (the "
Escrow Agent") concurrent with the closing of the Offering and the gross proceeds of the Offering will be held in escrow by an Escrow Agent. Each Subscription Receipt will automatically be exchanged, without payment of any additional consideration or further action on the part of the holder thereof, into one (1) ColCan Share upon delivery of a notice to the Escrow Agent that the escrow release conditions have been satisfied, including the receipt of all necessary approvals.
Provided that the notice is delivered to the Escrow Agent pursuant to the terms of the Subscription Receipt Agreement, the net proceeds of the Offering shall be released from escrow to Amalco. If the notice is not provided to the Escrow Agent, the definitive agreement between Sintana and ColCan is terminated, Sintana or Colcan advises the Underwriters or announces to the public that it does not intend to proceed with the Transaction or the Transaction does not close by
July 31, 2012, each Subscription Receipt shall be cancelled and each holder of Subscription Receipts shall be entitled to receive its escrowed funds, plus any interest earned thereon from the Escrow Agent.
Closing of the Offering is expected to occur on or before
April 24, 2012, and is subject to receipt of all necessary regulatory approvals.
The securities offered 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 absent registration or applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.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 press release.
Forward-Looking Statements and Information: The forward-looking statements contained in this press release are based on certain key expectations and assumptions made by either Sintana or ColCan, including with respect to the use of proceeds of the Offering and the issuance of Sintana Shares, including those issuable in connection with the Transaction, expectations and assumptions concerning receipt and timing of receipt of required regulatory approvals, including the Exchange, and third party consents and the satisfaction of other conditions to the completion of the Offering and the listing of said securities.