THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (REGULATION 596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
DEFINED TERMS USED IN THIS ANNOUNCEMENT HAVE THE SAME MEANING GIVEN TO THEM AS DEFINED IN THE COMPANY'S ANNOUNCEMENT RELEASED AT 17:47 (BST) ON 28 OCTOBER 2021 UNLESS OTHERWISE DEFINED HEREIN.
Southern Energy Corp. ("Southern" or the "Company") (TSXV:SOU)(AIM:SOUC), a U.S.-focused, growth-oriented natural gas producer, is pleased to provide an update following the announcement made on 28 October 2021 regarding its equity financing
Further to the previous announcement, the Company has raised, in aggregate, c. US$10 million (before expenses) through the offering of 114,944,000 Common Shares at a price of C$0.05 per Common Share pursuant to the Prospectus Offering led by Eight Capital, 93,899,553 new Common Shares at a price of 2.94 pence per Common Share pursuant to the Placing, and 41,156,461 new common shares at a price of 2.94 pence per Common Share pursuant to a direct subscription with the Company (the "Subscription") (together, the "Offering"). The Company has filed a final short form prospectus in connection with a Prospectus Offering.
Highlights:
- Equity financing will raise combined gross proceeds of c. US$10 million:
- c. US$4.6 million via a Prospectus Offering of 114,944,000 Common Shares (the "Prospectus Offering Shares");
- c. US$3.8 million via a Placing of 93,899,553 new Common Shares; and
- c. US$1.6 million via a direct subscription with the Company for 41,156,461 new Common Shares (the "Subscription Shares")
(together, the "Offering Shares")
- The net proceeds of the Offering will be used to drill up to three horizontal Selma Chalk wells in the Gwinville field, anticipated to begin in Q4 2021 and for working capital and general corporate purposes
- Subject to successful completion, first production from the wells is expected in Q1 2022
- Participants in the Offering include both new and existing institutional shareholders, as well as certain directors and senior managers of the Company
- Completion of the equity financing will introduce new UK-based investors and is expected to provide additional liquidity to the Company's Common Shares on AIM
Ian Atkinson, President and CEO of Southern, commented:
"We are delighted to provide this update regarding our previously announced equity financing, which will raise over c. US$10 million for the Company.
"The funds raised will immediately be deployed to drive value, with new production anticipated to be added in Q1 2022. Assuming the drilling program is successful, these additional Gwinville wells will add immediate cash flow to the business during a period of strong commodity prices.
"I would like to thank both new and existing shareholders for their support during this process, as we continue to build a robust, highly cash-generative business."
Admission and Total Voting Rights
The Prospectus Offering is expected to close on or about 24 November, 2021, subject to customary closing conditions.
The new common shares to be issued pursuant to the Offering will be issued credited as fully paid and will rank pari passu in all respects with the existing Common Shares from their admission to trading on AIM ("Admission").
The Company has applied to the London Stock Exchange plc for Admission of the Offering Shares and to the TSXV for approval of the listing of the Prospectus Offering Shares.
Subject to, inter alia, the placing agreement entered into between the Company, Hannam & Partners and Canaccord Genuity Limited having become unconditional and not having been terminated in accordance with its terms, it is expected that admission to trading on AIM of the Placing Shares and Subscription Shares will occur at 8:00 am on or around 24 November 2021.
Subject to, inter alia, the agency agreement entered into between the Company and the Agents having become unconditional and not having been terminated in accordance with its terms, as well as final TSXV approval of the listing of the Prospectus Offering Shares, it is expected that admission to trading on AIM and the TSXV of the Prospectus Offering Shares will occur at 8:00 am on or around 24 November 2021.
The Placing, Subscription and the Prospectus Offering are not interconditional and there can be no guarantee that any particular element or elements of the Offering will be completed.
Following Admission of the Offering Shares, the total number of Common Shares in the Company in issue will be 612,597,068 (the "Enlarged Share Capital"). This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure Guidance and Transparency Rules.
The securities described herein have not been, and will not be, registered under the U.S. Securities Act or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This Announcement shall not constitute an offer to sell or the solicitation of an offer to buy any of the Company's securities to, or for the account or benefit of, persons in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. There has been and will be no public offer of the Company's securities in Australia, Japan, South Africa, the United States or elsewhere, other than the Prospectus Offering in each of the provinces of Canada, except Québec.
The Prospectus Offering is made only by prospectus. The final short form prospectus contains important detailed information about the securities being offered. Copies of the prospectus may be obtained on SEDAR at www.sedar.com or by contacting the lead agent at ecm@viiicapital.com. Investors should read the prospectus before making an investment decision.
Director/PDMR Participation
It is noted that certain Directors and PDMRs of the Company have participated in the Prospectus Offering, on the same terms as all other participants, to subscribe for, in aggregate, 4,840,816 Prospectus Offering Shares. Further details regarding individual participation of the Company's Directors and PDMRs is set out in the PDMR notification forms below.
About Southern Energy Corp.
Southern Energy Corp. is a natural gas exploration and production company. Southern has a primary focus on acquiring and developing conventional natural gas and light oil resources in the southeast Gulf States of Mississippi, Louisiana, and East Texas. Our management team has a long and successful history working together and have created significant shareholder value through accretive acquisitions, optimization of existing oil and natural gas fields and the utilization of re-development strategies utilizing horizontal drilling and multi-staged fracture completion techniques.
For further information, please contact:
| Southern Energy Corp. Ian Atkinson (President and CEO) Calvin Yau (VP Finance and CFO) | +1 587 287 5401 +1 587 287 5402 |
| Strand Hanson Limited - Nominated & Financial Adviser James Spinney / James Bellman Hannam & Partners - Joint Broker & Joint Bookrunner Samuel Merlin / Ernest Bell Canaccord Genuity - Joint Broker & Joint Bookrunner Henry Fitzgerald-O'Connor / James Asensio | +44 (0) 20 7409 3494 +44 (0) 20 7907 8500 +44 (0) 20 7523 8000 |
| Camarco James Crothers, Billy Clegg, Daniel Sherwen | +44 (0) 20 3757 4980 |
Forward Looking Statements
Certain information included in this Announcement constitutes forward-looking information under applicable securities legislation. Forward-looking information typically contains statements with words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "propose", "project" or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information in this Announcement may include, but is not limited to, statements concerning the Offering, including the terms thereof and the use of proceeds of the Offering, the Company's business strategy, objectives, strength and focus and the Company's capital program for the remainder of 2021.
The forward-looking statements contained in this Announcement are based on certain key expectations and assumptions made by Southern, including the timing of and success of future drilling, development and completion activities, the performance of existing wells, the performance of new wells, the availability and performance of facilities and pipelines, the geological characteristics of Southern's properties, the characteristics of its assets, the successful application of drilling, completion and seismic technology, benefits of current commodity pricing hedging arrangements, prevailing weather conditions, prevailing legislation affecting the oil and gas industry, commodity prices, royalty regimes and exchange rates, the application of regulatory and licensing requirements, the availability of capital, labour and services, the creditworthiness of industry partners and the ability to source and complete asset acquisitions.
Although Southern believes that the expectations and assumptions on which the forward- looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Southern can give no assurance that they will prove to be correct. Since forward-looking statements 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, the risk that the Offering may not be completed on favorable terms or at all, the risk that the Company may not be able to obtain all necessary regulatory and stock exchange approvals, including the final approval of the TSXV and the London Stock Exchange, the risk that the Company may apply the proceeds of the Offering differently than as stated herein depending on future circumstances; risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), constraint in the availability of services, negative effects of the current COVID-19 pandemic, commodity price and exchange rate fluctuations, changes in legislation impacting the oil and gas industry, adverse weather or break-up conditions and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures. These and other risks are set out in more detail in the Preliminary Prospectus and Southern's most recent management's discussion and analysis and annual information form, which are available under the Company's SEDAR profile at www.sedar.com.
The forward-looking information contained in this Announcement is made as of the date hereof and Southern undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. The forward-looking information contained in this Announcement is expressly qualified by this cautionary statement.
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 release.
PDMR NOTIFICATION FORMS
| 1 | Details of the person discharging managerial responsibilities / person closely associated |
| a) | Name | Ian Atkinson |
| 2 | Reason for the notification |
| a) | Position/status | President and Chief Executive Officer (Director) |
| b) | Initial notification /Amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Southern Energy Corp. |
| b) | LEI | 213800R25GL7J3EBJ698 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument | Common shares in Southern Energy Corp.. |
| | |
| Identification code | CA8428131079 |
| | |
| b) | Nature of the transaction | Subscription for new common shares |
| c) | Price(s) and volume(s) | 400,000 common shares at a price of CAD0.05 |
| d) | Aggregated information | N/A |
| | |
| | |
| e) | Date of the transaction | 24 November 2021 |
| f) | Place of the transaction | Outside of a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated |
| a) | Name | Calvin Yau |
| 2 | Reason for the notification |
| a) | Position/status | VP Finance and CFO |
| b) | Initial notification /Amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Southern Energy Corp. |
| b) | LEI | 213800R25GL7J3EBJ698 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument | Common shares in Southern Energy Corp. |
| | |
| Identification code | CA8428131079 |
| | |
| b) | Nature of the transaction | Subscription for new common shares |
| c) | Price(s) and volume(s) | 400,000 common shares at a price of CAD0.05 |
| d) | Aggregated information | N/A |
| | |
| | |
| e) | Date of the transaction | 24 November 2021 |
| f) | Place of the transaction | Outside of a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated |
| a) | Name | Erin Buschert |
| 2 | Reason for the notification |
| a) | Position/status | VP Land |
| b) | Initial notification /Amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Southern Energy Corp. |
| b) | LEI | 213800R25GL7J3EBJ698 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument | Common shares in Southern Energy Corp. |
| | |
| Identification code | CA8428131079 |
| | |
| b) | Nature of the transaction | Subscription for new common shares |
| c) | Price(s) and volume(s) | 400,000 common shares at a price of CAD0.05 |
| d) | Aggregated information | N/A |
| | |
| | |
| e) | Date of the transaction | 24 November 2021 |
| f) | Place of the transaction | Outside of a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated |
| a) | Name | Gary McMurren |
| 2 | Reason for the notification |
| a) | Position/status | VP Engineering |
| b) | Initial notification /Amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Southern Energy Corp. |
| b) | LEI | 213800R25GL7J3EBJ698 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument | Common shares in Southern Energy Corp. |
| | |
| Identification code | CA8428131079 |
| | |
| b) | Nature of the transaction | Subscription for new common shares |
| c) | Price(s) and volume(s) | 400,000 common shares at a price of CAD0.05 |
| d) | Aggregated information | N/A |
| | |
| | |
| e) | Date of the transaction | 24 November 2021 |
| f) | Place of the transaction | Outside of a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated |
| a) | Name | Bruce Beynon |
| 2 | Reason for the notification |
| a) | Position/status | Director |
| b) | Initial notification /Amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Southern Energy Corp. |
| b) | LEI | 213800R25GL7J3EBJ698 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument | Common shares in Southern Energy Corp. |
| | |
| Identification code | CA8428131079 |
| | |
| b) | Nature of the transaction | Subscription for new common shares |
| c) | Price(s) and volume(s) | 1,200,000 common shares at a price of CAD0.05 |
| d) | Aggregated information | N/A |
| | |
| | |
| e) | Date of the transaction | 24 November 2021 |
| f) | Place of the transaction | Outside of a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated |
| a) | Name | Joseph Nally |
| 2 | Reason for the notification |
| a) | Position/status | Director |
| b) | Initial notification /Amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Southern Energy Corp. |
| b) | LEI | 213800R25GL7J3EBJ698 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument | Common shares in Southern Energy Corp. |
| | |
| Identification code | CA8428131079 |
| | |
| b) | Nature of the transaction | Subscription for new common shares |
| c) | Price(s) and volume(s) | 2,040,816 common shares at a price of CAD0.05 |
| d) | Aggregated information | N/A |
| | |
| | |
| e) | Date of the transaction | 24 November 2021 |
| f) | Place of the transaction | Outside of a trading venue |
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
SOURCE: Southern Energy Corp.
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