Greenfields Petroleum Corporation Announces Terms of Convertible Unsecured Subordinated Debentures
HOUSTON, TEXAS--(Marketwire - May 30, 2012) -
NOT FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
Greenfields Petroleum Corporation (the "Company" or "Greenfields") (TSX VENTURE:GNF), an independent exploration and production company with producing assets in Azerbaijan, is pleased to announce that it has closed its previously announced public offering of 9.0% convertible unsecured subordinated debentures of the Company (the "Debentures") for aggregate gross proceeds of $23,725,000 (the "Offering"). Pursuant to the Offering, Greenfields issued $23,725,000 aggregate principal amount of Debentures, at a price of $1,000 per Debenture, which includes the exercise, in part, of an option granted to the Underwriters (as defined below) to purchase up to an additional $5,000,000 aggregate principal amount of Debentures at a price of $1,000 per Debenture.
The Offering was co-led by FirstEnergy Capital Corp. and CIBC World Markets Inc. on behalf of a syndicate of underwriters including Casimir Capital Ltd., Stonecap Securities Inc., Cormark Securities Inc., Haywood Securities Inc. and Raymond James Ltd. (collectively the "Underwriters"). The Debentures will trade on the TSX Venture Exchange (the "TSXV") under the symbol GNF.DB.
The Debentures bear interest at 9.0% per annum, payable semi-annually in arrears on May 31 and November 30 commencing on November 30, 2012 and will mature and be repayable on May 31, 2017 (the "Maturity Date"). It is estimated that the first interest payment, payable on November 30, 2012, will be $45.25 per $1,000 principal amount of Debentures, which will include interest accrued from the closing date to, but excluding, November 30, 2012.
Each $1,000 principal amount of the Debentures is convertible at the option of the holder at any time prior to the close of business on the earlier of the business day immediately preceding the Maturity Date and, if applicable, the last business day immediately preceding the date fixed for redemption, into approximately 117 common shares of Greenfields, based on a conversion price of $8.55 per common share of Greenfields (the "Conversion Price"), subject to certain anti-dilution provisions. Holders who convert their Debentures will receive accrued and unpaid interest for the period from the date of the latest interest payment date to the date of conversion.
The Debentures will not be redeemable by the Company before May 31, 2015. On and after June 1, 2015 and prior to Maturity Date, the Debentures may be redeemed in whole or in part from time to time at the option of the Company on not more than 60 days and not less than 40 days prior notice, at a price equal to their principal amount plus accrued and unpaid interest, provided that the weighted average trading price of the common shares of Greenfields on the TSXV for the 20 consecutive trading days ending five trading days preceding the date on which the notice of redemption is given is at least 125% of the Conversion Price.
The net proceeds of the Offering will be used to fund the workover and drilling program in Gum Deniz Oil Field and Bahar Gas Field, and for general working capital purposes.
About Greenfields Petroleum Corporation
Greenfields is a junior oil and natural gas corporation focused on the development and production of proven oil and gas reserves principally in the Republic of Azerbaijan. The Company plans to expand its oil and gas assets through further farm-ins, and acquisitions of Production Sharing Agreements from foreign governments containing previously discovered but under-developed international oil and gas fields, also known as "greenfields". More information about the Company may be obtained on the Greenfields website at www.greenfields-petroleum.com.
Forward Looking Statements
The information and statements in this news release contains certain forward-looking information. This forward-looking information relates to future events or Greenfields' future performance. In particular, this document contains forward-looking information and statements regarding: (i) the trading of the Debentures on the TSXV; (ii) the first interest payment under the Debentures; (iii) the use of proceeds of the Offering; and (iv) future capital expenditures and projects. All statements other than statements of historical fact may be forward-looking information. This forward-looking information is subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking information. The outcome and timing of the proposed Offering, as well as the Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, such forward-looking information and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking information will transpire or occur or, if any of them do, what benefits that the Company will derive from them.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking information. Accordingly, prospective investors should not place undue reliance on these forward-looking statements. The Company's forward-looking information is expressly qualified in its entirety by this cautionary statement. These forward-looking statements are made as of the date of this press release and, except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking information.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Greenfields in the United States. The Debentures described in this news release (and any common shares of Greenfields issued upon the conversion, redemption or maturity of the Debentures) have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state and may not be offered, sold or delivered in the United States absent an exemption from registration.
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.
Greenfields Petroleum Corporation
John W. Harkins
Chief Executive Officer
Greenfields Petroleum Corporation
David G. Gullickson
Chief Financial Officer