/NOT FOR DISSEMINATION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
CALGARY, Nov. 6 /CNW/ - Breaker Energy Ltd. (TSX:WAV) ("Breaker" or the "Company") is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Wellington West Capital Markets Inc. under which they have agreed to purchase for resale to the public, on a bought deal basis, 823,600 Class A Shares on a Flow-Through basis ("Flow-Through Shares") at $8.50 each for aggregate gross proceeds of $7,000,600. All sales of Flow-Through Shares will be made on a private placement basis pursuant to exemptions from the prospectus requirements of applicable securities laws.
Closing is anticipated to occur on or about November 27, 2008 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange. The Flow-Through Shares will be subject to a four-month hold period.
Gross proceeds from the sale of the Flow-Through Shares will be used to fund ongoing exploration activities eligible for Canadian exploration expenses which will be renounced in favour of the subscribers of the Flow-Through Shares effective on or before December 31, 2008.
Breaker will use the funds for proprietary 3-D seismic acquisition at the Company's light oil exploration area of Girouxville, where the Company recently doubled its undeveloped acreage holdings. Funds will also be used to increase exploration drilling in the same area where the company has experienced approximately 90 percent success drilling new light oil pools, most of which qualify for a one million dollar maximum royalty holiday.
Breaker Energy Ltd. is a junior oil and gas company focused on creating shareholder value by growing per share production and reserves through acquisitions and a focused exploration, development and exploitation plan.
Breaker trades on the TSX under the symbol WAV.
Breaker has 40.2 million Class A Shares and 3.8 million Options outstanding as at November 6, 2008.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Breaker within the United States. The securities of Breaker have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws. Accordingly, the shares may not be offered or sold in the United States or to U.S. persons (as such terms are defined in Regulation S under the 1933 Act) unless registered under 1933 Act and applicable state securities laws or an exemption from such registration is available.
Forward-looking Statements
This press release contains forward-looking statements. More particularly, this press release contains statements concerning anticipated: (i) use of funds, and (ii) future royalties.
The forward-looking statements are based on certain key expectations and assumptions made by Breaker, including expectations and assumptions concerning the performance of existing wells and success obtained in drilling new wells, anticipated expenses, cash flow and capital expenditures and the application of regulatory and royalty regimes.
Although Breaker believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Breaker can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), commodity price and exchange rate fluctuations and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures. Certain of these risks are set out in more detail in Breaker's Annual Information Form which has been filed on SEDAR and can be accessed at www.sedar.com.
The forward-looking statements contained in this press release are made as of the date hereof and Breaker undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
The TSX does not accept responsibility for the adequacy or accuracy of this release.
%SEDAR: 00021180E