CALGARY, ALBERTA--(Marketwire - July 4, 2011) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
ARGOSY ENERGY INC. ("Argosy") (TSX:GSY) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by GMP Securities L.P. and Haywood Securities Inc. and including Clarus Securities Inc. (the "Underwriters") pursuant to which the Underwriters have agreed to purchase, on a "bought deal" private placement basis, 1.75 million common shares of Argosy ("Flow-Through Shares") to be issued as "flow-through shares" within the meaning of the Income Tax Act (Canada) (the "Tax Act") at a price of $3.35 per Flow-Through Share (the "Issue Price") for aggregate gross proceeds of approximately $5.9 million (the "Offering").
Argosy has also granted the Underwriters an option (the "Over-Allotment Option") to purchase at any time prior to the closing of the Offering, up to an additional 250,000 Flow-Through Shares at the Issue Price to cover over-allotments, if any, for additional gross proceeds of $837,500, which would increase the total Offering to $6.7 million if fully exercised.
Proceeds of the Offering will be used to incur Canadian Exploration Expenses (as such term is defined in the Tax Act) prior to December 31, 2012 (the "Flow-Through Commitment"). Argosy will renounce such Canadian Exploration Expenses to the subscribers of the Flow-Through Shares effective on or before December 31, 2011. Argosy plans to expend the proceeds to fund Argosy's exploration activities in the Claresholm/Pearce area of Alberta.
Closing of the Offering is expected to occur on or about July 12, 2011 and is subject to certain customary conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange.
Argosy is a junior oil and gas company focused on the exploration for and development of oil and natural gas in western Canada.
Advisory Regarding Forward-Looking Information
This press release contains forward-looking information concerning the closing date of the Offering, timing and receipt of regulatory approvals and the anticipated use of the net proceeds of the Offering. Although Argosy believes that the expectations reflected in the forward-looking information is reasonable, undue reliance should not be placed on it because Argosy can give no assurance that it will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature it involves inherent risks and uncertainties. The closing of the Offering could be delayed if Argosy is not able to obtain the necessary regulatory and stock exchange approvals on the timelines it has planned. The Offering will not be completed at all if these approvals are not obtained or some other condition to the closing is not satisfied. Accordingly, there is a risk that the Offering will not be completed within the anticipated time or at all. The intended use of the net proceeds of the Offering by Argosy might change if the board of directors of Argosy determines that it would be in the best interests of Argosy to deploy the proceeds for some other purpose. The forward-looking information contained in this press release is provided as of the date hereof and Argosy undertakes no obligations to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Argosy within the United States. The securities of Argosy have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws. Accordingly, the Flow-Through Shares may not be offered or sold in the United States or to U.S. persons (as such terms are defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws or an exemption from such registration is available.