CALGARY, ALBERTA--(Marketwire -07/30/12)- NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
RMP Energy Inc. ("RMP" or the "Company") (RMP.TO) is pleased to announce today that it has entered into a flow-through equity financing agreement on a bought-deal basis (the "Financing"). Pursuant to the terms of the Financing, RMP will issue, on an underwritten basis, 4,445,000 flow-through common shares at a price of $2.25 per share for total gross proceeds of approximately $10.0 million. The Financing will be underwritten by a syndicate of underwriters led by GMP Securities L.P., and including Cormark Securities Inc., National Bank Financial Inc., Peters & Co. Limited, FirstEnergy Capital Corp., and Scotia Capital Inc. The Financing is subject to the receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange. The flow-through common shares will be offered in all provinces of Canada (except Quebec), by way of a short form prospectus.
Gross proceeds of the Financing will be used to incur Canadian Exploration Expenditures, for purposes of the Income Tax Act (Canada) ("CEE"), on recently acquired acreage located to the south east of the Company's Waskahigan lands and to the north between Waskahigan and Ante Creek within the oil-bearing Montney fairway. The Financing is strategic in nature as it provides RMP with additional funding liquidity to advance and expand its oil-directed exploration drilling and completion activities in the Montney formation, as the Company's operating cash flow generation is presently being utilized to fund its light oil infill horizontal development drilling program at Waskahigan. The CEE will be renounced to subscribers of the flow-through common shares effective on or before December 31, 2012. The Financing is expected to close on or about August 21, 2012.
The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The information in this news release contains certain forward-looking statements. These statements relate to future events or our future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "approximate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "would" and similar expressions. More particularly, and without limitation, this news release contains forward looking statements and information relating to: the anticipated closing date for the Financing, the use and deployment of the Financing's gross proceeds, and the funding of its Waskahigan infill horizontal development drilling program. These statements involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company's control, including: the impact of general economic conditions; industry conditions; changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are, interpreted and enforced; fluctuations in commodity prices and foreign exchange and interest rates; stock market volatility and market valuations; volatility in market prices for oil and natural gas; liabilities inherent in oil and natural gas operations; uncertainties associated with estimating oil and natural gas reserves; competition for, among other things, capital, acquisitions, of reserves, undeveloped lands and skilled personnel; assessments of the value of acquisitions; changes in income tax laws or changes in tax laws and incentive programs relating to the oil and gas industry; geological, technical, drilling and processing problems and other difficulties in producing petroleum reserves; and obtaining in a timely manner required approvals of regulatory authorities. The Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, such forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do, what benefits that the Company will derive from them. These statements are 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 statements. The Company's forward-looking statements are expressly qualified in their entirety by this cautionary statement. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements.
The term operating cash flow contained within this news release should not be considered as an alternative to, or more meaningful than, cash flow from operating, financing or investing activities, as determined in accordance with International Financial Reporting Standards ("IFRS"). This term is not a recognized measure, does not have a standardized meaning nor is it a financial measure under IFRS. Operating cash flow, as disclosed within this news release, represents cash flow from operating activities before: any expensed corporate acquisition-related costs, decommissioning obligation cash expenditures and changes in non-cash working capital from operating activities.
The Toronto Stock Exchange has neither approved nor disapproved the contents of this press release