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CALGARY, June 9, 2015 /CNW/ - PHX Energy Services
Corp. (TSX - PHX) ("PHX Energy" or the "Corporation")
is pleased to announce that it has entered into a bought-deal
financing with a syndicate of underwriters led by
Peters & Co. Limited and including Scotia Capital
Inc. and AltaCorp Capital Inc. PHX Energy will issue
5,300,000 common shares ("Common Shares") at a price of
$5.75 per Common Share for gross
proceeds of approximately $30.5
million (the ("Offering"). The Underwriters
have been granted an option to purchase up to an additional 15% of
the Common Shares issued under this Offering at a price of
$5.75 per Common Share to cover
over-allotments exercisable in whole or in part at any time until
30 days after the closing. In addition to and in conjunction with
the Offering, certain officers, directors and employees of PHX
Energy and their associates intend to participate by purchasing up
to an additional 350,000 Common Shares at a price of $5.75 per Common Share on a private placement
basis for additional gross proceeds to the Corporation of up to
$2.0 million (the "Concurrent
Private Placement").
The Offering will be completed by way of short form prospectus
in all of the provinces of Canada
other than Quebec and on a private
placement basis in the United
States pursuant to exemptions from the registration
requirements of the U.S. Securities Act of 1933, as amended,
(the "U.S. Securities Act"). The Offering and the Concurrent
Private Placement are subject to customary conditions including
receipt of applicable regulatory approvals and are expected to
close on or about June 30, 2015.
The net proceeds of the Offering and the Concurrent Private
Placement will be used to temporarily reduce bank indebtedness,
which will then be available to be redrawn and applied to fund the
Corporation's ongoing capital expenditure program, a portion of
which is anticipated to be dedicated to the continued development
and expansion of its Velocity Real-Time System ("Velocity")
fleet, and for general corporate purposes. The use of proceeds is
consistent with PHX Energy's ongoing core strategy focused on
providing a higher level of drilling performance while optimizing
cost efficiencies.
PHX Energy has recently completed the field testing phase of
Velocity's development and is now actively marketing the platform
to its clients across North
America. Velocity offers highly sophisticated measurements
and a step change in functionality, real-time data capabilities and
reliability. Currently PHX Energy has 20 Velocity systems deployed
in North America and is in the
process of manufacturing an additional 20 systems with expected
delivery early in the third quarter.
The securities offered have not been, and will not be,
registered under the U.S. Securities Act or any U.S. state
securities laws and may not be offered or sold in the United States absent registration or an
available exemption from the registration requirement of the U.S.
Securities Act and applicable U.S. state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities, in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About PHX Energy Services Corp.
The Corporation, through its directional drilling subsidiary
entities, provides horizontal and directional drilling technology
and services to oil and natural gas producing companies in
Canada, the US, Albania, and Russia. PHX Energy manufactures its E-360
electromagnetic ("EM") and P-360 positive pulse measurement
while drilling ("MWD") technologies that are made available
for internal operational use. PHX Energy also provides electronic
drilling recorder ("EDR") technology and services, through
Stream Services.
The common shares of PHX Energy are traded on the Toronto Stock
Exchange under the symbol "PHX".
Forward-Looking Information
This news release contains forward-looking information that
involves known and unknown risks and uncertainties, most of which
are beyond PHX Energy's control, including, without limitation,
those listed under "Risk Factors" and "Forward-Looking Statements"
in PHX Energy's Annual Information Form and in its other filings
available on SEDAR at www.sedar.com. Forward-looking information in
this press release includes, but is not limited to, the anticipated
use of proceeds of the Offering and Concurrent Private Placement,
the completion and the timing thereof, receipt of necessary
approvals, and the marketability and potential of the Corporation's
new Velocity System and the anticipated number of systems to be
deployed and the timing thereof . 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, undue reliance should not be placed on this
forward-looking information. This forward-looking information is
made as of the date of this release and, other than as required by
applicable securities laws, PHX Energy does not assume any
obligation to update or revise it to reflect new events or
circumstances. The forward looking information contained in this
release is expressly qualified by this cautionary statement.
SOURCE PHX Energy Services Corp.