CALGARY, Alta., April 4, 2022 /CNW/ – Cathedral Energy Services Ltd. HEC (“Cathedral” or the “Company“) is pleased to announce that it has amended the terms of its previously announced Unit Offering (as defined below). Under the Amended Terms of the Bought Deal Offering (as defined below below), a syndicate of underwriters led by Acumen Capital Finance Partners Limited (the “Subscribers“) have agreed to purchase 32,858,000 Units (the “Units“) from the Company’s cash, at the price of $0.70 per unit (the “Issue price“) and offer them to the public by way of a short form prospectus for aggregate gross proceeds of $23,000,600 (the “Offer“).
Each Unit will consist of one ordinary share in the capital of the Company (a “Ordinary share“) and one-half common share purchase warrant (each whole common share purchase warrant, one “To guarantee“). Each warrant may be exercised to acquire one additional common share (a “Warrant action“) for a period of 12 months following the closing of the Offer (the “Closing”) at an exercise price of $0.85 per Warrant Share, subject to adjustment in certain circumstances.
The Company has granted the underwriters an option (the “Over-Allotment Option”) to purchase up to an additional number of units of the Company equal to 15% of the units sold under the offering at the issue price. in order to cover more than -the allocations, if any, and for market stabilization purposes. The Over-Allotment Option may be exercised in whole or in part at any time and from time to time during a period of 30 days following Closing for any number of Units at a price equal to the issue price.
The aggregate gross proceeds from the Offering, including proceeds from the exercise of the Over-Allotment Option, will be approximately $26,450,690 if the over-allotment option is exercised in full.
The Company expects to use the net proceeds of the offering for general corporate and working capital purposes (including to repay bank indebtedness) and to help fund future acquisitions.
The offering is expected to close on or about April 25, 2022, and is subject to a number of customary conditions, including, without limitation, obtaining all regulatory and stock exchange approvals. The Company will apply to list the Common Shares (including the Shares with Warrants) and Warrants to be issued in connection with the Offering on the Toronto Stock Exchange (“TSX“), subject to the usual listing conditions.
The Units will be offered by way of a short form prospectus in all of the provinces and territories of Canadaother than Quebecand may also be offered by way of a private placement: (i) in United States pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended, (the “U.S. Securities Law“) and (ii) in other jurisdictions agreed by the Company and the Subscribers.
This press release does not constitute an offer to sell or a solicitation of an offer to sell securities in United States. The securities have not been and will not be registered under United States securities law or any state securities law and may not be offered or sold in United States or to, for or for the benefit of U.S. Persons (as that term is defined in Regulation S of the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws securities or an exemption from such registration is available. This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT THE CATHEDRAL
Cathedral Energy Services Ltd., based in Calgary, AB is incorporated under the Business Corporations Act (alberta) and operates in the United States as Cathedral Energy Services Inc. Cathedral is listed on the Toronto Stock Exchange under the symbol “CET”. Cathedral is a trusted partner for North American energy companies in need of high performance directional drilling services. We work in partnership with our clients to tailor our equipment and expertise to meet their specific geographic and technical needs. Our experience, technologies and responsive staff enable our clients to achieve greater efficiency and lower project costs. For more information visit www.cathedralenergyservices.com
All information in this press release, including any information relating to future financial or operating performance and other statements of Cathedral that express management’s expectations or estimates regarding future performance, other than statements of historical fact, constitute forward-looking information or forward-looking statements within the meaning of applicable securities laws and are based on expectations, estimates and projections as of the date hereof. Forward-looking statements are included for the purpose of providing information about management’s current expectations and plans regarding the future. Whenever possible, words such as “anticipates”, “anticipates”, “expected”, “trends”, “forecasts”, “future”, “indications”, “potential”, “estimates”, “predicts”, “anticipates”, “establishes”, “believes”, “intends”, “ability to”, or statements that certain actions, events or results “can”, “should”, “could”, “would”, “could”, “will”, or are “likely” to be taken, to occur or to be carried out, or the negative form of these words or other variations thereof, have been used to identify these forward-looking information. In this press release, forward-looking information and statements relate to, among other things: the filing of the short form prospectus, the completion of the placement, the exercise of the over-allotment option, the listing of the common shares (including the warrant Shares) and Warrants on the TSX and the expected use of the net proceeds therefrom and the expected closing date of the Offering. The forward-looking events and circumstances discussed in this release may not occur and may differ materially due to known and unknown risk factors and uncertainties affecting the Company, including risks related to the COVID-19 outbreak, conditions in the oil and gas and financial sectors. the markets of Canada and United States, market conditions, economic factors, geopolitical factors, management’s ability to manage and operate the business and the stock markets generally. Additional information regarding the risks and uncertainties of the Company’s business can be found under the heading “Risk Factors” in the Company’s Annual Information Form for the year ended. December 31, 2021 and other public documents filed by the Company which are available under the Company’s profile on SEDAR at www.sedar.com. The forward-looking information included in this press release is made as of the date of this press release, and the Company undertakes no obligation to publicly update such forward-looking information to reflect new information, future events or otherwise, unless required. by applicable law.
SOURCE Cathedral Energy Services Ltd.
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