CALGARY, Alberta and DENVER, Dec. 22 /CNW/ -- Storm Cat
Energy Corporation (Amex: SCU; TSX.V: SME) today announced that it has closed
its private placement previously announced on December 5, 2005. The private
placement consisted of the sale of 992,063 common shares of the Corporation at
a price of U.S. $2.52 per share, resulting in gross proceeds to the
Corporation of approximately U.S. $2,500,000. In addition to the common
shares, the investors will receive common share warrants exercisable for
three-tenths (3/10) of a common share, for each common share purchased in the
private placement. Each full warrant will be exercisable until October 25,
2007 at an exercise price of U.S. $2.97 per share. In connection with the
closing, the Corporation has paid the placement agents' fees in cash in the
amount of U.S. $150,000.
None of the securities distributed under the Offering may be traded on the
TSX Venture Exchange or otherwise sold in Canada or to or for the benefit of a
resident of Canada before April 22, 2006 unless permitted under Canadian
securities legislation and the rules of the TSX Venture Exchange.
The securities offered in the above-described private placement have not
been registered under the United States Securities Act of 1933 or any state
securities laws, and unless so registered may not be offered or sold in the
United States, except pursuant to an exemption from, or in a transaction
subject to, the registration requirements of the Securities Act of 1933 and
applicable state securities laws.
The Corporation and the investors in the private placement entered into a
registration rights agreement substantially similar to that entered into with
respect to the Company's October 25th financing, pursuant to which the
Corporation is required to file with the SEC a Registration Statement covering
the common shares issued, including any common shares issued upon exercise of
the warrants, by December 31, 2005. If the Registration Statement is not
filed by December 31, 2005 or is not declared effective by the SEC by April
20, 2006, then the Corporation will be liable to make pro rata payments to
each investor who is a party to the registration rights agreement in an amount
equal to 1.0% of the aggregate amount invested by such investor for each 30-
day period or pro rata for any portion thereof following such deadlines.
Storm Cat will use the net proceeds from this financing to further fund
its exploration and drilling programs on its Powder River Basin properties
where three drilling rigs are currently active, the Elk Valley project in
British Columbia, onshore Cook Inlet, Alaska, and its shallow gas project in
Saskatchewan, Canada.
About Storm Cat Energy
Storm Cat Energy is an independent oil and gas company focused on the
pursuit, exploration and development of large unconventional gas reserves from
fractured shales, coal beds and tight sand formations. The Company has
producing properties in Wyoming's Powder River Basin, exploitation and
development acreage in Canada and Alaska, and high-risk, high-reward
exploration acreage in Mongolia. The Company's shares trade on the American
Stock Exchange under the symbol "SCU" and in Canada on the TSX Venture
Exchange under the symbol "SME."
By Order of the Board of Directors
Storm Cat Energy Corporation
J. Scott Zimmerman
President and Chief Executive Officer
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY
FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
