CALGARY, ALBERTA–(Marketwired – Feb. 24, 2014) – Artisan Energy Corporation (“Artisan” or the “Corporation”) (TSX VENTURE:AEC) announces the following corporate activities:
Artisan is pleased to announce that it has obtained a receipt for a preliminary short form prospectus (the “Preliminary Prospectus”) in connection with a public offering (“the Offering”), on a commercially reasonable efforts basis, of common shares in the capital of the Corporation (the “Common Shares”) and common shares issued on a “flow-through” basis (the “Flow-Through Shares”, and together with the Common Shares, the “Offered Shares”) through Clarus Securities Inc. (the “Agent”). The pricing of the Common Shares (the “Common Share Issue Price”) and the Flow-Through Shares will be determined in the context of the market, for minimum aggregate gross proceeds of $15,000,000 and maximum aggregate gross proceeds of $25,000,000.
The Agent will be paid a cash commission equal to 6.5% of the gross proceeds of the Offering. Clarus will also receive warrants to purchase such number of Common Shares equal to 6.5% of the Offered Shares sold under the Offering (the “Agent’s Warrants”). The Agent’s Warrants will be exercisable for a period of 24 months following closing of the offering at a purchase price per share equal to the Common Share Issue Price.
It is currently anticipated that the net proceeds from the Offering will be used to fund the acquisition of the previously announced Provost Asset, repayment of the Loan Facility (defined below), development of the Corporation’s developmental light oil and liquids-rich natural gas projects and for general corporate purposes. Proceeds from the issuance of Flow-through Shares under the Offering, if any, will be used by the Corporation to incur Canadian Development Expenses and Canadian Exploration Expenses, as applicable.
Artisan has obtained a receipt for the Preliminary Prospectus filed with the securities regulatory authorities in each of the provinces of Alberta, British Columbia and Ontario. Artisan has made application to have the Offered Shares listed for trading on the TSX Venture Exchange. The Closing of the Offering is subject to certain closing conditions, including, but not limited to, the issuance of a receipt by the securities regulatory authorities in each of the provinces of Alberta, British Columbia and Ontario for a final short form prospectus qualifying the distribution of the Offered Shares, the approval of the TSX Venture Exchange and execution of an Agency Agreement between the Corporation and the Agent.
Extension of Current Loan Facility
The Corporation has a loan facility, which is currently drawn to $3,900,000, from Tallinn Capital Corp. (the “Lender”) and which was to have matured on October 31, 2013 (the “Loan Facility”). The Corporation has entered into a commitment letter with the Lender to amend the Loan Facility. The key provisions of the amendments include, but are not limited, to an extension of the maturity date from October 31, 2013 to April 30, 2014. Additional details relating to the amendment of the Loan Facility are available in the preliminary short form prospectus on SEDAR (www.sedar.com).
New Revolving Credit Facility
The Corporation has executed a non-binding, indicative term sheet dated February 13, 2014 (the “ATB Term Sheet”) with ATB Financial (“ATB”) which contemplates the grant to the Corporation of a secured, demand, revolving credit facility in the amount of $5,000,000 (the “ATB Credit Facility”). The ATB Credit Facility would be secured by, among other things, a general security agreement providing a first floating charge over all present and after acquired real and personal property of the Corporation and an undertaking to grant, at the request of ATB, a first fixed charge against all property interests of the Corporation. Interest payable on the ATB Credit Facility would be the prime rate of interest plus 1.75% per annum. The ATB Term Sheet provides that the ATB Credit Facility is being granted to finance development of Artisan’s developmental light oil projects. The formal granting of the ATB Credit Facility remains subject to ATB’s satisfactory completion of due diligence and internal credit approval, and closing of the acquisition of the Provost Asset and the Offering. Obtaining the ATB Credit Facility is a condition to completion of the Offering. For additional details see the preliminary short form prospectus on SEDAR (www.sedar.com).
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction, including, but not limited to, the United States. The common shares of Artisan Energy Corporation referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold in the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.
Artisan is an oil and gas producer that holds near a 100% working interest in 27,787 core acres of land in Central and S.E. Alberta. Artisan has development oil projects at Ferrybank and Chip Lake, Alberta. Ferrybank is targeting Belly River oil production and Chip Lake is targeting Rock Creek oil production. Artisan also has a Sawtooth development oil project in S.E. Alberta, a Wilrich gas and Banff oil exploration project in Central Alberta and is pursuing and testing Bakken oil potential on various lands in S.E. Alberta, having drilled an initial vertical test well to the east of the Ferguson oil pool.
This news release contains forward-looking statements and information (“forward-looking statements”) within the meaning of applicable securities laws relating to the Offering. Readers are cautioned to not place undue reliance on forward-looking statements. While Artisan believes the expectations reflected in the forward-looking statements are reasonable, actual results and developments may differ materially from those contemplated by these statements depending on, among other things, issues encountered in drilling, completion and tie-in operations, the amount and timing of capital expenditures and factors beyond Artisan’s control. The forward-looking information contained in this news release is made as at the date of this news release and Artisan does not undertake any obligation to update publicly or to revise any of the included forward- looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws. Readers are urged to consider these factors carefully in evaluating any forward-looking information.
Additional information on other factors that could affect Artisan’s operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).
Neither 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 news release.
Artisan Energy Corporation
President & CEO
Artisan Energy Corporation
Vice-President Finance & CFO