Further to the press release dated July 4, 2012 by Anglo Canadian Oil Corp. (TSX VENTURE:ACG) and Tallgrass Energy Corp., regarding the strategic business combination of Anglo and Tallgrass and the acquisition of certain producing Cardium light oil assets by Tallgrass, Tallgrass is pleased to announce that it has entered into an agreement with a syndicate of agents led by PI Financial Corp. and including Casimir Capital Ltd. and Salman Partners Inc. (collectively, the "Agents"), with Macquarie Private Wealth Inc. as a special selling group member, for an offering of up to 33,333,334 subscription receipts ("Subscription Receipts") of Tallgrass on a reasonable commercial best efforts private placement basis pursuant to applicable private placement exemptions under applicable securities laws (the "Offering"). The Subscription Receipts will be offered at a price of $0.60 per Subscription Receipt for aggregate gross proceeds of up to approximately $20,000,000.
Each Subscription Receipt will entitle the holder thereof, without payment of any additional consideration and without further action on the part of the holder, to receive one unit of the Company (a "Unit"), upon meeting certain terms and conditions described below. Each Unit shall consist of one common share and one half of one transferable common share purchase warrant (each whole such common share purchase warrant, a "Warrant"). Each Warrant shall be exercisable into one additional common share of the Company for 18 months from closing at an exercise price of $0.75 per Common Share.
As outlined in the July 4th Press Release, Tallgrass has entered into a purchase and sale agreement with a public Canadian oil and gas exploration and production company to acquire certain producing Cardium light oil assets in the Bigoray and Niton areas of Alberta for cash consideration of $17.0 million (the "Asset Acquisition"). These properties are currently producing 450 boepd (73% oil and NGLs) with total proved and probable reserves of approximately 2.1 mmboe based on an independent engineering report prepared by GLJ Petroleum Consultants dated March 27, 2012 and effective December 31, 2011. Also included in the purchase are 10.25 sections of undeveloped Cardium rights which represent 40 potential drilling locations. After giving effect to this Asset Acquisition, Tallgrass would have aggregate production of approximately 610 boepd (73% oil). The Asset Acquisition is no longer subject to the approval of the Vendor's primary lender under its credit facility.
The net proceeds received by the Company from the sale of the Subscription Receipts will be applied to the Asset Acquisition, to reactivate certain wells, partially fund the drilling of one or two horizontal wells targeting the Cardium formation at Niton, and for general corporate purposes.
The Company announced a business combination with Anglo on July 4, 2012 by way of a plan of arrangement (the "Arrangement"). The Arrangement is expected to close in October 2012 at which time the Common Shares will become freely tradable. Closing of the Offering is expected to occur on or about July 27, 2012 or such other date as PI and the Company may agree (the "Closing Date"). The Arrangement contemplates the issuance of 14.4887 shares of Anglo for each of the currently issued and outstanding shares of Tallgrass, following which the shares of Anglo will be consolidated on a 14.5 to 1 basis. Shares issued pursuant to the Offering will be issued prior to the Anglo share exchange and consolidation. The resulting company will be named "Tallgrass Energy Corp.".
Upon the closing of the Offering, the gross proceeds from the issuance of Subscription Receipts (the "Escrowed Proceeds") less 50% of the Agents' commission will be held by a Canadian trust company or other escrow agent acceptable to the Company and the Lead Agent, on behalf of the Agents, and invested in short-term obligations of, or guaranteed by, the Government of Canada (and other approved investments) until the earlier of: (i) the satisfaction of the Escrow Release Conditions; and (ii) the Termination Time. Provided the Escrow Release Conditions are satisfied on or before the Termination Time, the Escrowed Proceeds will be released to the Company (along with any accrued interest thereon) upon receipt of a notice by the Escrow Agent from PI, on behalf of the Agents, and the Company that certain Escrow Release Conditions have been satisfied (the "Escrow Release Notice"). The Subscription Receipts shall be deemed to be converted at such time without further action on the part of the holder upon closing of the Asset Acquisition. If the Asset Acquisition has not been completed by 4:00 pm (Calgary time) on August 31, 2012 (the "Acquisition Deadline"), the Acquisition Agreement (as such term is defined herein) is terminated at any earlier time or the Company advises the Agents or the public that it does not intend to proceed with the Asset Acquisition (in each case, the earliest of such dates being the "Termination Time"), the Escrowed Proceeds will be reimbursed on a pro rata basis to the holders of Subscription Receipts at the original subscription price, plus such holder's pro rata portion of any interest earned thereon.
If, following closing of the Acquisition Agreement and consequential exercise of the Subscription Receipts, the Company has not either achieved, on or before November 30, 2012 (i) a listing of its Common Shares, whether by IPO or RTO, on a recognized stock exchange in Canada; or (ii) a cash or public company share transaction accepted by shareholders resulting in a sale of more than 50% of the Common Shares of the Company (the "Liquidity Conditions") the subscribers to the Offering will also receive, for no further compensation, a further 0.05 Common Share and 0.025 Warrant for each Unit purchased pursuant to the Offering. If the Liquidity Conditions have still not occurred on or prior to June 30, 2013, the subscribers to the Offering will also receive, for no further compensation, a further 0.05 Common Share and 0.025 Warrant for each Unit purchased pursuant to the Offering.
This article is for information and discussion purposes only and does not form a recommendation
to invest or otherwise. The value of an investment may fall. The investments referred to in this
article may not be suitable for all investors, and if in doubt, an investor should seek advice from
a qualified investment adviser. More