CALGARY,
AB, April 4, 2022 /CNW/ - Cathedral Energy
Services Ltd. (TSX: CET) ("Cathedral" or the
"Company") is pleased to announce it has entered into an
agreement with Acumen Capital Finance Partners Limited
("Acumen" or the "Lead Underwriter") on behalf of
itself and on behalf of a syndicate of investment dealers
(collectively, the "Underwriters"), pursuant to which the
Underwriters have agreed to purchase, on a "bought deal" basis,
28,575,000 units (the "Units") of the Company at a price of
$0.70 per Unit (the "Issue
Price") for aggregate gross proceeds to the Company of
$20,002,500 (the
"Offering").
Each Unit will be comprised of one common share in the capital
of the Company (a "Common Share") and one-half of one Common
Share purchase warrant (each whole Common Share purchase warrant, a
"Warrant"). Each Warrant will be exercisable to acquire one
additional Common Share (a "Warrant Share") for a period of
12 months following the closing of the Offering (the
"Closing") at an exercise price of $0.85 per Warrant Share, subject to adjustment in
certain events.
The Company has granted the Underwriters an option (the
"Over-Allotment Option") to purchase up to such number of
additional Units of the Company as is equal to 15% of the Units
sold pursuant to the Offering at the Issue Price to cover
over-allotments, if any, and for market stabilization purposes. The
Over-Allotment Option shall be exercisable in whole or in part, at
any time, and from time to time, for a period of 30 days following
the Closing for any number of Units at a price equal to the Issue
Price.
Total aggregate gross proceeds raised under the Offering,
including proceeds raised from the exercise of the Over-Allotment
Option, will be approximately $23,002,875 if the Over-Allotment Option is
exercised in full.
The Company plans to use the net proceeds from the offering for
general corporate and working capital purposes (including to repay
bank indebtedness) and to help fund future acquisitions.
Closing of the Offering is expected to occur on or about
April 25, 2022, and is subject to a
number of customary conditions, including, without limitation,
receipt of all regulatory and stock exchange approvals. The Company
will apply to list the Common Shares (including the Warrant Shares)
and the Warrants to be issued in the Offering on the Toronto Stock
Exchange ("TSX"), subject to customary listing
conditions.
The Units will be offered by way of a short form prospectus in
all of the provinces and territories of Canada, other than Quebec, and may also be offered on a private
placement basis: (i) in the United
States pursuant to exemptions from the registration
requirements of the United States Securities Act of 1933, as
amended, (the "U.S. Securities Act") and (ii) in such other
jurisdictions as agreed by the Company and the Underwriters.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any securities in the United States. The securities have not
been and will not be registered under the U.S. Securities Act or
any state securities laws and may not be offered or sold within
the United States or to, for the
account or benefit of, U.S. Persons (as such term is defined in
Regulation S under the U.S. Securities Act) unless registered under
the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available. 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 these securities, in
any jurisdiction in which such offer, solicitation or sale would be
unlawful.
ABOUT CATHEDRAL
Cathedral Energy Services Ltd., based in Calgary, Alberta is incorporated under the
Business Corporations Act (Alberta) and operates in the U.S. under
Cathedral Energy Services Inc. Cathedral is publicly-traded on the
TSX under the symbol "CET". Cathedral is a trusted partner to North
American energy companies requiring high performance directional
drilling services. We work in partnership with our customers to
tailor our equipment and expertise to meet their specific
geographical and technical needs. Our experience, technologies and
responsive personnel enable our customers to achieve higher
efficiencies and lower project costs. For more information, visit
www.cathedralenergyservices.com
FORWARD-LOOKING INFORMATION
All information included in this press release, including any
information as to the future financial or operating performance and
other statements of Cathedral that express management's
expectations or estimates of future performance, other than
statements of historical fact, constitute forward-looking
information or forward-looking statements within the meaning of
applicable securities laws and are based on expectations, estimates
and projections as of the date hereof. Forward-looking statements
are included for the purpose of providing information about
management's current expectations and plans relating to the future.
Wherever possible, words such as "plans", "expects", "scheduled",
"trends", "forecasts", "future", "indications", "potential",
"estimates", "predicts", "anticipate", "to establish", "believe",
"intend", "ability to", or statements that certain actions, events
or results "may", "should", "could", "would", "might", "will", or
are "likely" to be taken, occur or be achieved, or the negative of
these words or other variations thereof, have been used to identify
such forward-looking information. In this press release, forward
looking information and statements relate to, among other things:
the filing of the short form prospectus, the completion of the
Offering, the exercise of the Over-Allotment Option, the listing of
the Common Shares (including the Warrant Shares) and the Warrants
on the TSX and the anticipated use of the net proceeds therefrom
and the anticipated closing date of the Offering. The
forward-looking events and circumstances discussed in this release
may not occur and could differ materially as a result of known and
unknown risk factors and uncertainties affecting the Company,
including risks regarding the COVID-19 epidemic, conditions in the
oil and gas and financial markets in Canada and the
United States, market conditions, economic factors,
geopolitical factors, management's ability to manage and to operate
the business and the equity markets generally. Additional
information regarding risks and uncertainties of the Company's
business are contained under the heading "Risk Factors" in the
Company's annual information form for the financial year ended
December 31, 2021 and the Company's
other public filings which are available under the Company's
profile on SEDAR at www.sedar.com. The forward-looking information
included in this news release is made as of the date of this news
release and the Company does not undertake an obligation to
publicly update such forward-looking information to reflect new
information, future events or otherwise, except as required by
applicable law.
SOURCE Cathedral Energy Services Ltd.