CALGARY, July 29, 2016 /PRNewswire/ - Questerre Energy
Corporation ("Questerre" or the "Company") (TSX,OSE:QEC) is pleased
to announce that it has increased the size of its previously
announced flow-through placement from 17.6 million flow-through
units to 26.39 million flow-through units and subsequently closed
the offering for gross proceeds of approximately $4.75 million (the "Flow-Through Placement").
Pursuant to the Flow-Through Placement, the Company has issued
26.39 million flow-through units at a price of $0.18 per unit. Each flow-through unit consists
of one Common Share issued on "flow-through" basis ("CDE
Flow-Through Share") and one-half of one non-flow-through share
purchase warrant. Each whole warrant will entitle the holder to
purchase one additional non-flow-through Common Share at a price of
$0.20 for a period of 18 months from
closing. An aggregate of 13.87 million flow-through units or 53% of
the Flow-Through Placement was subscribed by certain directors and
officers of the Corporation, one of whom is the Chief Executive
Officer who acquired approximately 13.45 million units. As
previously reported, 9.25 million units or approximately 69% of
such securities were vended to independent third parties following
closing.
The CDE Flow-Through Shares will be subject to a statutory hold
period on the TSX of four months plus one day from the closing date
of the Flow-Through Placement, which hold period will expire on
November 29, 2016.
The gross proceeds of the Flow-Through Placement will be used by
the Company, pursuant to the provisions of the Income Tax
Act (Canada), to incur
eligible Canadian development expenses ("Qualifying Expenditures")
after the closing date and prior to December
31, 2016 on Questerre's properties. The Company will
renounce the Qualifying Expenditures to subscribers of the
Flow-Through Units for the fiscal year ended December 31, 2016.
The participation of directors and officers in the Flow-Through
Placement constitutes a "related party transaction" within the
meaning of Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI
61-101"). The Company is relying upon exemptions from the
formal valuation and minority approval requirements of MI 61-101
based on a determination that the fair market value of the
Offering, insofar as it involves related parties, does not exceed
25% of the market capitalization of the Company. The Company
was not in a position to file a material change report more than 21
days in advance of the closing of the Offering as the participation
of the related parties was not confirmed at that time.
Questerre Energy Corporation is leveraging its expertise gained
through early exposure to shale and other non-conventional
reservoirs. The Company has base production and reserves in the
tight oil Bakken/Torquay of
southeast Saskatchewan. It is bringing on production from its
lands in the heart of the high-liquids Montney shale fairway. It is a leader on
social license to operate issues for its Utica shale gas discovery in the St. Lawrence
Lowlands, Quebec. It is pursuing
oil shale projects with the aim of commercially developing these
massive resources.
Questerre is a believer that the future success of the oil and
gas industry depends on a balance of economics, environment and
society. We are committed to being transparent and are respectful
that the public must be part of making the important choices for
our energy future.
This media release contains certain statements which constitute
forward-looking statements or information ("forward-looking
statements"), including the incurrence and renunciation of
Qualifying Expenditures, the leveraging the Company's expertise
gained through early exposure to shale and other non-conventional
reservoirs and bringing on production in the heart of the
high-liquids Montney shale
fairway.
The forward-looking statements contained in this document are
based on certain key expectations and assumptions made by
Questerre, including the expectations and assumptions concerning
the success of future drilling activities.
Forward-looking statements have been based on expectations,
factors and assumptions concerning future events which may prove to
be inaccurate and are subject to numerous risks and uncertainties,
certain of which are beyond the Company's control, including,
without limitation: volatility in the market prices for oil and
natural gas; liabilities inherent in oil and natural gas
operations; fluctuations in foreign exchange or interest rates;
health, safety and environmental risks; stock market volatility;
global economic events or conditions; certain other risks detailed
in Questerre's public disclosure documents; and other factors, many
of which are beyond the control of the Company. Those factors
and assumptions are based upon currently available information
available to Questerre. Such statements are subject to known
and unknown risks, uncertainties and other factors that could
influence actual results or events and cause actual results or
events to differ materially from those stated, anticipated or
implied in the forward-looking statements. As such, readers
are cautioned not to place undue reliance on the forward-looking
statements, as no assurance can be provided as to future results,
levels of activity or achievements. The risks, uncertainties,
material assumptions and other factors that could affect actual
results are discussed in our Annual Information Form and other
documents available at www.sedar.com. Furthermore, the
forward-looking statements contained in this document are made as
of the date of this document and, except as required by applicable
law, Questerre does not undertake any obligation to publicly update
or to revise any of the included forward-looking statements,
whether as a result of new information, future events or
otherwise. The forward-looking statements contained in this
document are expressly qualified by this cautionary statement.
SOURCE Questerre Energy Corporation