TORONTO, ONTARIO–(Marketwired – March 6, 2017) – North Sea Energy Inc. (“NSE” or the “Company”) (TSX VENTURE:NUK) is pleased to announce a non-brokered private placement (the “Private Placement”) of up to 4,000,000 units (the “Units”) at a price of $0.05 per Unit, for gross proceeds of up to $200,000. Each Unit is comprised of one common share and one-half share purchase warrant. Each full share purchase warrant will entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.075 per share, for a period of two years from the date the Units are issued. If during the exercise period of the warrants, but after the resale restrictions on the shares have expired, the Company’s shares trade at or above a volume weighted average trading price of $0.10 per share for 10 consecutive trading days, the Company may accelerate the expiry time of the warrants by giving written notice to warrant holders that the warrants will expire 30 days from the date of providing such notice.
A portion of the Private Placement may be completed in accordance with the exemption set out in OSC Rule 45-501 (Exemption from prospectus requirement for certain trades to existing security holders) (the “Security Holder Exemption”) pursuant to the terms and conditions of this Offering News Release and OSC Rule 45-501. NSE shall make the pro-rata offer available to all persons who, as of the record date of March 3, 2017, held common shares in the capital of the Company. In accordance with the requirements of the Security Holder Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed.
The Private Placement securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
The Company plans to allocate the proceeds of the Private Placement to general working capital. The financing is subject to regulatory approval. All securities issued pursuant to the placement will be subject to a hold period of four months and one day from the date of closing.
The Company, founded in February 2007, is a UK focused oil and gas exploration and appraisal company quoted on the TSX-V. NSE, along with its wholly owned subsidiary, North Sea Energy (UK NO2) Limited, holds a 20% interest in two high impact opportunities in the UK North Sea. These opportunities are the Bagpuss and Blofeld prospects located in blocks 13/24c and 13/25 of the UKCS.
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”, “forecast”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. 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.
In particular, there can be no certainty that analysis of the hydrocarbons and reservoir will result in commerciality being established. Factors which may cause commerciality not to be established include risks and uncertainties such as analysis concluding that the hydrocarbons are not of a commercially interesting grade, logistical challenges associated with extracting in the North Sea, oil prices, access to financing (for a full list of risks please refer to our financial statements and management discussion and analysis filed on www.sedar.com).
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.