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Storm Cat Energy Corporation Announces Closing of Series A Convertible Debt Placement
Storm Cat Energy Corporation Announces Closing of Series A Convertible Debt Placement.
About this update from Sama Resources Inc.
[{"type":"text","content":"\n\n\n\nDENVER & CALGARY, ALBERTA, January 31 /CNW/ - Storm Cat Energy\nCorporation (AMEX: SCU; TSX: SME) announced today the closing of US$18.54\nmillion of Series A convertible notes, due in 2012, to qualified institutional\ninvestors in a private placement pursuant to Regulation D of the Securities\nAct of 1933, as amended, and exemptions from Canadian prospectus and\nregistration requirements under National Instrument 45-106. The notes\ninitially will be convertible into 15,841,880 Storm Cat common shares at a\nprice of US$1.17 per share, subject to adjustments in accordance with the\nterms of the notes. The Company may force the conversion of the notes at any\ntime after 18 months if Storm Cat's common shares trade above US$2.05, as may\nbe adjusted, for 20 days within a period of 30 consecutive trading days.\n\n\nThe Company will use the net proceeds from the sale of the Series A notes\nto partially fund its 2007 US capital expenditure budget requirements, and to\nrepay the remaining US$7.5 million of mezzanine debt that was borrowed in\nconnection with the previously announced Powder River Basin acquisition\ncompleted in August 2006.\n\n\nThe Company has entered into a registration rights agreement with the\npurchasers of the Series A notes pursuant to which it is obligated to file\nwith the U.S. Securities and Exchange Commission a resale registration\nstatement relating to the common shares to be issued upon conversion of the\nnotes.\n\n\nThe above-described securities have not been registered under the\nSecurities Act of 1933 or any state securities laws, and unless so registered\nmay not be offered or sold in the United States, except pursuant to an\nexemption from, or in a transaction subject to, the registration requirements\nof the Securities Act of 1933 and applicable state securities laws. This press\nrelease is issued pursuant to Rule 135c of the Securities Act of 1933, and\ndoes not constitute an offer to sell, or the solicitation of an offer to buy,\nnor shall there be any sale of the notes or common shares in any jurisdiction\nin which such offer, solicitation or sale would be unlawful prior to\nregistration or qualification under the securities laws of any such\njurisdiction.\n\n\nIn Canada, the notes and any shares issued on conversion of the notes are\nsubject to a 4-month hold period and may not be tr...