/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION
IN CANADA ONLY AND IS NOT INTENDED
FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES./
CALGARY,
AB, April 25, 2022 /CNW/ - Cathedral Energy
Services Ltd. (TSX: CET) ("Cathedral" or the
"Company") is pleased to announce it has closed its
previously announced "bought deal" short form prospectus offering
(the "Offering") of units ("Units") of the Company,
including the exercise in full of the underwriters' over-allotment
option. The Offering was led by Acumen Capital Finance Partners
Limited ("Acumen" or the "Lead Underwriter") and
included Peters & Co. Limited (collectively with Acumen, the
"Underwriters").
In connection with the Offering, the Company issued an aggregate
of 37,786,700 Units at a price of $0.70 per Unit, for aggregate gross proceeds of
$26,450,690. Each Unit is 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. It is expected that the Warrants
will begin trading on April 25, 2022
on the Toronto Stock Exchange (the "TSX") under the symbol
"CET.WT"
The Company plans to use the net proceeds from the offering for
general corporate and working capital purposes, capital
expenditures, and the repayment of approximately half of the term
loan pursuant to its amended and restated credit agreement.
"This financing strengthens Cathedral's ability to execute our
strategy of accelerated growth through accretive acquisitions and
further expands our capacity to deploy high-performance technology
offerings and grow market share," said Tom
Connors, Cathedral's President and CEO.
Certain insiders of Cathedral, have participated in the Offering
and were issued 10,714,286 Units. Such participation in the
Offering constitute "related party transactions" as defined in
Regulation 61-101 respecting Protection of Minority Security
Holders in Special Transactions ("61-101"). The Offering is
exempt from the formal valuation and minority shareholder approval
requirements of 61-101 as neither the fair market value of the
securities issued to insiders nor the consideration for such
securities by insiders exceed 25% of the Company's market
capitalization. The Company did not file a material change report
21 days prior to closing of the Offering as the participation of
insiders of the Company in the Offering had not been confirmed at
that time.
DS Lawyers Canada LLP acted as legal advisors to the Company in
connection with the Offering. Burnet, Duckworth & Palmer LLP
acted as legal advisors to the Underwriters in connection with the
Offering.
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
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 management's 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",
"believe", "intend", "ability to", or statements that certain
actions, events or results "may", "should", "could", or are
"likely" to occur, 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 statements
relate to, among other things: the listing of the Warrants on the
TSX, the anticipated use of the net proceeds from the Offering, and
Cathedral's business plans and strategies for growth. The
forward-looking statements discussed in this release may not occur
and could differ materially as a result of known and unknown risk
factors, including but not limited to risks regarding: conditions
in the oil and gas and financial markets in Canada and the
United States, geopolitical factors, the risk that Cathedral
will not be able to identify and/or close on additional accreditive
opportunities in Canada and/or
the United States, the ability of
management to execute and fund its business strategy, and the
impact of general economic conditions in Canada and the
United States, including debt markets and 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.
NOT FOR DISSEMINATION IN THE UNITED
STATES OF AMERICA
SOURCE Cathedral Energy Services Ltd.