/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
Transaction to Provide Cushion of Funds for U.S. Exploration
and Development
CALGARY, Feb. 9 /CNW/ - Bankers Petroleum Ltd. (TSX: BNK, AIM: BNK) is pleased to announce that it has entered into an agreement with a syndicate led by Canaccord Adams Ltd. (Canaccord) and including Orion Securities Inc. pursuant to which Canaccord has agreed to purchase for resale to the public, on a bought deal basis, an aggregate of 31,428,572 units (Units) of Bankers at a price of CDN$0.70 per Unit (Issue Price), resulting in gross proceeds of approximately CDN$22 million. Each Unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to purchase one common share of the Company at a price of C$0.90 for a period of five years from closing of the offering. The Company has also granted to the underwriters an over-allotment option entitling the underwriters to acquire up to that number of additional common shares equal to the lesser of: (i) the "over-allocation position" determined as at the closing; and (ii) that number of Units which represents 15% of the Units sold pursuant to the offering at the Issue Price. The over-allotment option is exercisable by the underwriters, in whole or in part, at any time for 30 days following the closing.
The transaction is subject to certain conditions including normal regulatory approvals. The Units will be offered in the provinces of Alberta, British Columbia, and Ontario by way of a short form prospectus and on a private placement basis elsewhere, including in the United Kingdom. Closing is anticipated to occur on or about March 1, 2007.
Bankers intends to use the proceeds of the offering to further its exploration and development program in the United States and for general working capital.
Caution Regarding Forward-looking Information
Information in this news release respecting the proposed financing and planned work programs on the Company's US properties constitutes forward-looking information. Statements containing forward-looking information express, as at the date of this news release, the Company's plans, estimates, forecasts, projections, expectations, or beliefs as to future events or results and are believed to be reasonable based on information currently available to the Company.
However, the financing is subject to certain conditions which include external factors affecting the financial markets which are not within the Company's control. If for any reason the financing does not complete the Company may be obliged to curtail its exploration and development activities and seek other sources of financing, which may or may not be available on reasonable terms or at all. Forward-looking statements and information are based on assumptions that financing, equipment and personnel will be available when required and on reasonable terms, none of which are assured and are subject to a number of other risks and uncertainties described under "Risk Factors" in the Company's Annual Information Form and Management's Discussion and Analysis, which are available on SEDAR under the Company's profile at www.sedar.com.
There can be no assurance that forward-looking statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. Readers should not place undue reliance on forward-looking information.
About Bankers Petroleum Ltd.
Bankers Petroleum Ltd. is a Canadian-based oil and gas exploration and production company focused on opportunities in unconventional petroleum assets. Bankers holds interests in four prospects in the Northern and Central regions of the United States, where it is currently pursuing the exploration of shale gas plays. It also operates in the Patos-Marinza oilfield in Albania pursuant to a license agreement, producing heavy oil. Bankers' shares are traded on the Toronto Stock Exchange and the AIM Market in London, England under the ticker symbol BNK.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The securities comprising the Units and the securities issuable upon exercise thereof have not been and will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement.
- Not for distribution to United States newswire services or for
dissemination in the United States -