CALGARY, Aug. 27, 2013 /CNW/ - ("KEL" - TSX) - Kelt
Exploration Ltd. ("Kelt" or the "Company") is pleased
to announce that it has completed a bought deal private placement
offering (the "Offering") with a syndicate of underwriters
led by Peters & Co. Limited and including FirstEnergy Capital
Corp., CIBC World Markets Inc., Dundee Securities Ltd., RBC Dominion
Securities Inc., GMP Securities L.P., Stifel Nicolaus Canada Inc.,
Macquarie Capital Markets Canada Ltd., National Bank Financial
Inc., Cormark Securities Inc., Scotia Capital Inc., AltaCorp
Capital Inc. and Paradigm Capital Inc. pursuant to which the
Company issued 11.5 million common shares of Kelt ("Common
Shares") (which includes the exercise in full of the
over-allotment option to purchase 1.5 million Common Shares) at a
price of $8.00 per Common Share and
2.0 million Common Shares issued on a "flow-through" basis
("Flow-Through Shares") at a price of $9.80 per Flow-Through Share, for gross proceeds
of $111,600,000.
The Common Shares and Flow-Through Shares issued
in connection with the Offering are subject to a statutory four (4)
month hold period under applicable securities legislation.
Kelt intends to use the net proceeds from the
Offering to fund its 2013 and 2014 capital expenditures and for
general working capital purposes. Kelt shall, pursuant to the
provisions in the Income Tax Act (Canada), incur Canadian Exploration Expenses,
including, if applicable, deemed Canadian Exploration Expenses,
(the "Qualifying Expenditures") after August 27, 2013 and prior to December 31, 2014 in the aggregate amount of not
less than the total amount of the gross proceeds raised from the
issue of Flow-Through Shares. Kelt shall renounce the
Qualifying Expenditures so incurred to the purchasers of the
Flow-Through Shares such that $9.80
per Flow-Through Share shall be deductible against the subscribers'
income for the fiscal year ended December
31, 2013.
This press release does not constitute an offer
to sell or a solicitation of any offer to buy the Common Shares in
the United States. The Common
Shares and Flow-Through Shares have not been and will not be
registered under the U.S. Securities Act of 1933 and may not be
offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of such Act.
About Kelt
Kelt is a Calgary,
Alberta, Canada-based oil and gas company focused on
exploration, development and production of crude oil and natural
gas resources, primarily in west central Alberta and northeastern British Columbia. Kelt's land holdings are
located in three core areas: (a) a natural gas property at
Grande Cache, Alberta; (b) a
liquids-rich natural gas property at Inga/Fireweed, British Columbia; and (c) an oil prospect at
Karr, Alberta.
Cautionary Statement on Forward-Looking Statements and
Information
This press release contains forward-looking
statements and forward-looking information within the meaning of
applicable securities laws. The use of any of the words "expect",
"anticipate", "continue", "estimate", "objective", "ongoing",
"may", "will", "project", "should", "believe", "plans", "intends"
and similar expressions are intended to identify forward-looking
information or statements. In particular, forward-looking
statements and information in this press release include, but are
not limited to: the use of proceeds from the Offering.
The forward-looking statements and information
contained in this press release are based on certain key
expectations and assumptions made by Kelt. Although Kelt believes
that the expectations and assumptions on which such forward-looking
statements and information are based are reasonable, undue reliance
should not be placed on the forward-looking statements and
information because there can be no assurance that they will prove
to be correct.
Since forward-looking statements and information
address future events and conditions, by their very nature they
involve inherent risks and uncertainties. Actual results could
differ materially from those currently anticipated due to a number
of factors and risks. These include, but are not limited to:
operational risks in development, exploration and production for
oil and gas; delays or changes in plans with respect to exploration
or development projects or capital expenditures; the uncertainty of
reserve and resource estimates; health, safety and environmental
risks; commodity price and exchange rate fluctuations; marketing
and transportation; loss of markets; environmental risks;
competition, incorrect assessment of the value of acquisitions;
ability to access sufficient capital from internal and external
sources; and changes in legislation, including but not limited to
tax laws, royalties and environmental regulations. Readers
are cautioned that the forgoing list of factors is not
exhaustive.
Management has included the above summary of
assumptions and risks related to the forward-looking statements and
information provided in this press release in order to provide a
more complete perspective on the ongoing operations of Kelt and
such information may not be appropriate for other purposes.
Actual results, performance or achievement could differ materially
from those expressed in, or implied by, these forward-looking
statements and information and, accordingly, no assurance can be
given that any of the events anticipated by the forward-looking
statements and information contained in this press release will
transpire or occur, or if any of them do so, what benefits may be
derived therefrom.
The forward-looking statements and information
contained in this press release are made as of the date hereof and
Kelt undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of
new information, future events, or results or otherwise, other than
as required by applicable securities laws.
SOURCE Kelt Exploration Ltd