NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
SASKATOON, August 2, 2018 – Westcore Energy Ltd. (“Westcore” or the “Company”) (TSXV: WTR), announces that it will be completing a rights offering (the “Rights Offering”) in which holders of record of the Company’s common shares, as at the record date of August 13, 2018, will receive rights to subscribe for units of the Company on the basis of one right for each common share held.
Each right will entitle the holder to subscribe for one unit of the Company (a “Unit”) upon payment of a subscription price of $0.02 per Unit. Each Unit consists of one common share and one common share purchase warrant, with each warrant exercisable for one common share at a price of $0.085 per common share for a period of twenty-four (24) months from the issuance date of the Units. The Warrants, when issued, are not expected to be listed on any stock exchange.
The rights will trade on the TSX Venture Exchange (“TSXV”) under the symbol WTR.RT. The Rights Offering will expire at 2:00 p.m. (Saskatoon time) on September 21, 2018 (the “Expiry Time”), after which time unexercised rights will be void and of no value. Shareholders who fully exercise their rights will be entitled to subscribe for additional Units, if available as a result of unexercised rights prior to the Expiry Time, subject to certain limitations set out in the Company’s rights offering circular (the “Circular”).
Details of the Rights Offering will be set out in the rights offering notice (the “Notice”) and the Circular which will be available under the Company’s profile at www.sedar.com. The Notice and accompanying rights certificate will be mailed to each eligible shareholder of the Company as at the record date. Registered shareholders who wish to exercise their rights must forward the completed rights certificate, together with the applicable funds, to the rights agent, Alliance Trust Company, on or before the Expiry Time. Shareholders who own their common shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary. Rights delivered to brokers, dealers or other intermediaries may not be delivered by those intermediaries to beneficial shareholders who are residents in a jurisdiction outside of Canada (“Ineligible Shareholders”). Intermediaries receiving rights that would otherwise be deliverable to Ineligible Shareholders may attempt to sell those Rights for the accounts of such Ineligible Shareholders and should deliver the proceeds of sale to such persons.
The Company understands that certain directors and officers of the Company who own common shares intend to exercise their rights to purchase Units under the Rights Offering.
The Company currently has 40,776,689 common shares outstanding. A maximum of 40,776,689 Units will be issued under the Rights Offering. If all the rights issued are validly exercised, the offering will raise gross proceeds of approximately $815,533, the net proceeds of which will be used to increase both the daily oil production in the oil fields operated by the Company, along with reducing the operating cost of that production, with a view to increasing monthly cash flows to the Company as a result. A relatively small amount of the proceeds are intended to be applied to the existing working capital deficiency, as management believe that the majority of the proceeds are more beneficially used to increase production at a reduced cost, as this moves the Company forward in a more sustainable way.
The completion of the Rights Offering is not subject to Westcore receiving any minimum amount of subscriptions. The Company has not entered into any standby guarantee with any party in respect of the Rights Offering.
The Rights Offering is subject to regulatory approval, including the approval of the TSXV. The Company has obtained conditional approval from the TSXV.
For further information, please contact:
Westcore Energy Ltd.
President and Chief Executive Officer
Phone: (306) 653-2692
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE US. SECURITIES ACT OF 1933 (THE “1933 ACT”) AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
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.
Forward Looking Statements
This release includes forward-looking statements regarding Westcore and its business. Such statements are based on the current expectations and views of future events of Westcore’s management. In some cases the forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “believe” or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of the failure to complete the rights offering, known and unknown risk factors and uncertainties affecting Westcore, including risks regarding the oil and gas industry, economic factors and the equity markets generally and many other factors beyond the control of Westcore. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Forward-looking statements speak only as of the date on which they are made and Westcore undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws.
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.