CALGARY, Oct. 18, 2013 /CNW/ - US Oil Sands Inc. ("US
Oil Sands" or the "Company") (TSXV: USO) today announced
the closing of the previously announced $80
million private placement financing of US Oil Sands (the
"Financing") with strategic investors Blue Pacific
Investments Group Ltd. (through Oil Associates, S.A.) ("Oil
Associates"), Anchorage Capital Group, L.L.C. (through ACMO
S.à.r.l.) ("ACMO") and Spitfire Ventures, LLC
("Spitfire") and certain accredited investors. The Financing
was over-subscribed and gross proceeds will be approximately
$81 million following receipt of an
additional $1 million in subscription
proceeds, which the Company expects to receive imminently.
Pursuant to the terms of the Financing, US Oil
Sands has appointed to its Board of Directors (the "Board")
Serafino Iacono and Ronald Pantin as nominees of Oil Associates,
Stephen Lehner as a nominee of ACMO,
and Alfred Holcomb as a nominee of
Spitfire. Kevin Ulrich of ACMO and
Rod Lewis of Spitfire who were
previously announced as incoming directors will act as observers to
the Board. Due to other commitments, Frank Giustra will not be appointed to the
Board. As observers, Kevin Ulrich
and Rod Lewis will attend Board
meetings and lend their expertise and extensive experience to the
US Oil Sands team.
Verne Johnson, Cameron
Todd and Ed Chwyl will retain
their roles as existing directors of the Company, with Verne
Johnson continuing as Chairman of the Board. Departing from
the Board will be Douglas Hunter,
James Banister and Ken Stephenson.
"We are extremely pleased to have received
shareholder and regulatory approval for this strategic financing,
as it fully funds the initial 2,000 bbl/day phase of our PR Spring
Project and bolsters our corporate development efforts to export
our environmentally-responsible method of oil sands extraction
around the world," said Cameron
Todd, CEO of US Oil Sands. "Our new slate of prominent
directors and Board observers is unique for a company of our size
and is an attribute that we plan to leverage when growing our
Company's operations into other oil sands regions, such as those
found in Canada and many other
jurisdictions. Moreover, we are fortunate to have available the
considerable technical expertise and operating experience of
Messrs. Pantin and Lewis for the Board which will assist us in
executing our extensive expansion plans." Mr. Todd finished by
saying: "We again would like to acknowledge the significant
contribution of our three retiring directors in stewarding US Oil
Sands to its current level of success and thank them on behalf of
the entire Company."
The Company has received subscriptions for
540,036,331 common shares ("Common Shares") at a price of
$0.15 per Common Share for gross
proceeds of approximately $81
million. A total of 532,968,331 Common Shares were issued
pursuant to an initial closing and it is anticipated that an
additional 7,068,000 Common Shares will be issued pursuant to a
second closing. Pursuant to the Financing, Oil Associates acquired
ownership, and currently holds a total, of 166,666,667 Common
Shares and ACMO acquired ownership, and currently holds a total, of
223,333,333 Common Shares, representing approximately 20% and 26%
of the issued and outstanding Common Shares, respectively. Each of
Oil Associates and ACMO acquired the Common Shares for investment
purposes and, although they may from time to time increase or
decrease their respective ownership of Common Shares of the
Company, neither has any present intention to acquire additional
Common Shares. The address of Oil Associates is Edificio MMG, Piso
2, Calle 53 Este, Marbella, Panamá, Republic of Panama and the address of ACMO is 26-28 Rue
Edward Steichen, L-2540, Luxembourg.
All Common Shares issued pursuant to the
Financing are subject to a statutory hold period of four months
from the date of each closing. The Financing was approved by a
majority of the Company's shareholders through written consents.
Following the completion of the Financing, US Oil Sands will have a
total of 852,892,395 Common Shares outstanding on a non-diluted
basis.
US Oil Sands intends to use the proceeds from
the Financing to finalize the first phase of the commercial
development of the PR Spring Project and to accelerate future
production phases. The Company's PR Spring Property spans 32,005
acres of land in Utah's Uinta
basin and, according to a resource report prepared by Sproule
Unconventional Limited dated April 29,
2013 and effective as of February 28,
2013, contains an estimated 184.3 MMbbl of discovered
petroleum (bitumen) initially-in-place. For additional information,
please refer to the Company's Form 51-101F1 - Statement of
Resources Data and Other Oil and Gas Information available on
SEDAR at www.sedar.com.
Together with funding the expenditures related
to the closing of the Financing and general corporate purposes,
proceeds raised in excess of those required to fund the PR Spring
Project will allow the Company to immediately initiate corporate
development activities that may include the acquisition of or
participation in other oil sands assets located outside the
State of Utah. The Company intends
to develop oil sand resources using its patented bio-solvent
technology that achieves best-in-class environmental benchmarks and
capital efficiencies.
Canaccord Genuity Corp., EAS Advisors, LLC
through Merriman Capital, Inc., and Fiore Management & Advisory
Corp. acted as financial advisors to US Oil Sands in connection
with the Financing and were paid a total of $2.8 million.
APPOINTEES & OBSERVERS TO THE BOARD OF
DIRECTORS
Serafino Iacono
Serafino Iacono
is the Co-Chairman and an Executive Director of Pacific Rubiales Energy Corp. (TSX: PRE; BVC: PREC;
BOVESPA: PREB) ("Pacific Rubiales"). Mr. Iacono has been
involved in the financing and development of mining, oil and other
resources projects in the United
States, Latin America and
Europe for over 28 years and has
raised more than four billion dollars
for numerous natural resource projects. He is a founding member of
Blue Pacific Investments Group Ltd., which owns investments in
infrastructure, mining, oil and gas and farming assets. Currently,
Mr. Iacono is also a Director and Executive Co-Chairman of Gran
Colombia Gold Corp. (TSX: GCM) and CGX Energy Inc. (TSXV: OYL)
("CGX Energy") as well as a Director of Pacific Coal
Resources Ltd. (TSXV: PAK) ("Pacific Coal").
Ronald Pantin
Ronald Pantin is
the Chief Executive Officer and an Executive Director of Pacific
Rubiales and has overseen its significant growth to over 130,000
boe/d of net average daily production.
Pacific Rubiales, a Canadian company and
producer of natural gas and crude oil, owns 100% of Meta Petroleum
Corp., which operates the Rubiales, Piriri and Quifa heavy oil
fields in the Llanos Basin, and 100% of Pacific Stratus Energy
Colombia Corp., which operates the La Creciente natural gas field
in the northwestern area of Colombia. Pacific Rubiales has also
acquired 100% of PetroMagdalena Energy Corp., which owns light oil
assets in Colombia, and 100% of
C&C Energia Ltd., which owns light oil assets in the Llanos
Basin. In addition, the Company has a diversified portfolio
of assets beyond Colombia, which
includes producing and exploration assets in Peru, Guatemala, Brazil, Guyana and Papua New
Guinea.
A veteran of the Venezuelan oil industry, Mr.
Pantin has held numerous high-profile positions with the Venezuelan
state-owned energy company, PDVSA, throughout his career including
Vice President of Corpoven, Vice President of PDVSA E&P,
President of CVP, President of PDVSA Exploration, President of
PDVSA Services, and Executive Vice President of PDVSA Oil &
Gas. Mr. Pantin is also a director of Pacific Coal and CGX
Energy. Mr. Pantin holds Bachelors of Science degrees in
Petroleum Engineering and Management Science from Mississippi State University with the highest
distinction in 1975 and Masters of Science degrees in Petroleum
Engineering and Industrial Engineering from Stanford University in 1977.
Stephen Lehner
Stephen Lehner is
a Sector Head at Anchorage Capital Group, L.L.C.
("Anchorage") where he is responsible for the firm's
investments across energy, transportation, and metals and
mining. Prior to joining Anchorage he was a Managing Director
at Mount Kellett Capital Management, LP from 2009 to 2013 where he
focused on investments in energy, refining, chemicals, autos, and
metals and mining. Mr. Lehner was a Managing Director at
Morgan Stanley where he worked from 2001 to 2009. He holds a
Masters of Business Administration with a concentration in finance
from the University of Maryland and is
a Chartered Financial Analyst.
Alfred Holcomb
Alfred Holcomb is
Board Certified in Tax Law and Estate Planning and Probate Law by
the Texas Board of Legal
Specialization since 1983 and was one of the first attorneys in
Texas board certified in both of
these specialty areas. Mr. Holcomb obtained his B.A. in
Finance in 1974 from University of
Texas, a J.D. in 1977 from St. Mary's
University School of Law and an LL.M. in Taxation in 1978
from New York University. Mr.
Holcomb began his legal career in the San
Antonio based Federal Tax Law Firm of Schoenbaum, Curphy
& Scanlan in 1978 and became a partner in the Firm
(1983-2004). In 2004, Mr. Holcomb began work with Lewis
Energy Group ("LEG"), a private oil and gas exploration
company in San Antonio, Texas,
with operations in Texas centered
in the Eagle Ford shale play. Mr. Holcomb is currently
serving as Vice President of Acquisitions and Development with
LEG.
Rod Lewis
Rod Lewis is the
founder and CEO of LEG. Mr. Lewis has been actively involved in the
oil and gas industry since 1978. Since its inception in the
early 1980s, LEG has steadily grown and now controls over 400,000
acres of lands in the Eagle Ford shale trend of South Texas, together with operations in
Mexico and Colombia. In addition to LEG, Mr. Lewis
engages in other opportunities through entitles like Spitfire
Ventures, LLC. Mr. Lewis is a hands‐on executive and self‐made oil
man. Aside from oil and gas, Mr. Lewis' passion is his vintage
warbird collection, known as Lewis Air Legends. Son of an Air Force
pilot, his vintage warbird collection includes 24 aircraft, most of
them the classic WWII warbirds and is regarded as one of the top
vintage warbird collections in the world. He serves on the Board of
Directors for the Smithsonian Air and Space Museum.
Kevin Ulrich
Kevin Ulrich is
the Chief Executive Officer and Portfolio Manager at Anchorage
which he co-founded in 2003 and is a Managing Member at Anchorage
Advisors Management L.L.C. Previously, he ran the proprietary
debt-trading operation at Goldman Sachs.
ABOUT US OIL SANDS INC.
US Oil Sands is engaged in the exploration and
development of oil sands properties and, through its wholly owned
United States subsidiary US Oil
Sands (Utah) Inc., has a 100%
interest in bitumen leases covering 32,005 acres of land in
Utah's Uinta basin. The Company
plans to develop its oil sands properties using its proprietary
extraction process which uses a bio-solvent to extract bitumen from
oil sands without the need for tailings ponds.
The foregoing information contains
forward-looking information relating to the future performance of
the Company including information relating to the use of proceeds
of the Financing, closing of a second tranche of the Financing,
development and construction of the PR Spring Project, commencement
of commercial production, resource estimates, target production
levels, corporate development activities and international
opportunities. Forward looking information is subject to a number
of known and unknown risks, uncertainties and other factors that
may cause actual results to differ materially from those
anticipated in our forward looking statements. Such risks and other
factors include, among others, the actual results of exploration
activities, changes in world commodity markets or equity markets,
the risks of the petroleum industry including, without limitation,
those associated with the environment, delays in obtaining
governmental approvals, permits or financing or in the completion
of development or construction activities, title disputes, change
in government and changes to regulations affecting the oil and gas
industry, and other risks and uncertainties detailed from time to
time in the Company's filings with the Canadian securities
administrators (available at www.SEDAR.com). Forward-looking
statements are made based on various assumptions and on
management's beliefs, estimates and opinions on the date the
statements are made. Should one or more of these risks and
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described
in the forward-looking information contained herein. The Company
undertakes no obligation to update forward-looking statements if
these assumptions, beliefs, estimates and opinions or other
circumstances should change, except as required by applicable
law.
Discovered bitumen resources or discovered
bitumen initially-in-place is that quantity of bitumen that is
estimated, as of a given date, to be contained in known
accumulations on Company lands prior to production. There is no
certainty that it will be commercially viable to produce any
portion of the resources. Additional information relating to
resource estimates is contained in the Company's Statement of
Resources Data and Other Oil and Gas Information for the year ended
December 31, 2012 dated April 29, 2013 and available on SEDAR at
www.sedar.com.
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.
To obtain a copy of the early warning reports
filed by Oil Associates and ACMO, please contact:
Oil Associates, S.A.
Attention: Laureano von Siegmund
Tel: 416-362-7735
Email: vonsiegmund@gmail.com |
Anchorage Capital Group, L.L.C.
Attention: Anne-Marie Kim
Tel: 212-432-4600
Email: legal@anchoragecap.com |
SOURCE US Oil Sands Inc.