CALGARY, ALBERTA–(Marketwired – March 15, 2017) –
NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES NEWS WIRE SERVICES.
Epsilon Energy Ltd. (“Epsilon” or the “Corporation“) (TSX:EPS) announces that it will be offering rights (the “Rights Offering“) to holders of its common shares (the “Common Shares“) of record at the close of business on March 24, 2017 (the “Record Date“). Pursuant to the Rights Offering, each holder of Common Shares (a “Shareholder“) will receive one transferable right (each, a “Right“) for each Common Share held as of the Record Date. Five (5) Rights will entitle the holder thereof to subscribe for one Common Share upon payment of the subscription price per Common Share until 4:30 p.m. (Toronto time) on the expiry date, expected to be April 19, 2017.
It is expected that approximately C$25 million will be raised under the Rights Offering.
The subscription price to be paid to subscribe for one Common Share under the Rights Offering will be determined in accordance with TSX rules after the market closes on March 16, 2017 before Epsilon’s rights offering circular (the “Circular“) is expected to be filed on March 17, 2017.
The Rights will be offered to Shareholders resident in each province and territory of Canada (the “Eligible Jurisdictions“) and Shareholders who have satisfied the requirements of the Corporation for those resident outside of the Eligible Jurisdictions, Accordingly, and subject to the detailed provisions of the Circular, Rights certificates (“Rights Certificates“) will not be mailed to Shareholders resident outside of the Eligible Jurisdictions, unless such Shareholders are able to establish to the satisfaction of the Corporation, on or before April 8, 2017, that they are eligible to participate in the Rights Offering.
Shareholders who fully exercise their Rights will be entitled to subscribe for additional Common Shares, if available, that were not subscribed for by other holders of Rights prior to the Expiry Time. The Rights are expected to be listed for trading on the Toronto Stock Exchange under the symbol “EPS.RT” on March 22, 2017 and are expected to continue trading until noon (Toronto time) on April 19, 2017.
In connection with the Rights Offering, the Corporation has entered into a backstop agreement (the “Backstop Agreement“) with JVL Advisors, LLC (the “Backstop Purchaser“), a limited liability company owned and controlled by John Lovoi, the Corporation’s Chairman of the Board, which company currently owns, directly or indirectly, or exercise control or direction over, approximately 17.28% of the issued and outstanding Common Shares of Epsilon. Under the Backstop Agreement, the Backstop Purchaser has agreed to subscribe for, and the Corporation has agreed to issue, all of the Common Shares offered under the Rights Offering that are not otherwise purchased by Shareholders. There are no fees or other remuneration associated with the backstop commitment. The Backstop Agreement was approved by the independent directors of the Corporation. As the Backstop Purchaser is a non-arm’s length party to Epsilon, the backstop commitment is considered a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Epsilon is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101, pursuant to Section 5.5(a) and 5.7(a) (Fair Market Value Not More Than 25% of Market Capitalization) of MI 61-101.
Epsilon intends to hold the net proceeds of the Rights Offering as a reserve for future capital expenditures, which will provide the Corporation with funds to finance the growth of its business and allow it to be able to react and respond to changing market conditions and potential acquisition opportunities.
Complete details of the Rights Offering will be set out in the Circular and the rights offering notice (the “Notice“), which will be filed under the Corporation’s profile at www.sedar.com, expected to occur as indicated above on March 17, 2017. Registered Shareholders who wish to exercise their Rights must complete and forward the Rights Certificate, together with applicable funds, to Computershare Investor Services Inc., the depositary for the Rights Offering, on or before the expiry time of the Rights Offering. Shareholders who own their Common Shares through an intermediary, such as a bank, trust Corporation, securities dealer or broker, will receive materials and instructions from their intermediary.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in the United States or in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under securities laws of any such province, state or jurisdiction. The securities referenced herein may not be offered or sold in the United States except in transaction exempt from or not subject to the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.
About Epsilon Energy Ltd.
Epsilon Energy Ltd. is a North American natural gas development, production and midstream company with a current focus on the Marcellus Shale of Pennsylvania.
Forward Looking Statements. This news release contains certain forward-looking information and statements within the meaning of applicable Canadian securities legislation. Certain statements contained in this news release may contain such words as “anticipate”, “could”, “Continue”, “should”, “seek”, “may”, “intend”, “likely”, “plan”, “estimate”, “believe”, “expect”, “will”, “objective”, “ongoing”, “project” and similar expressions are intended to identify forward-looking information or statements. In particular, this news release contains forward-looking statements including the amount of funds to be raised pursuant to the Rights Offering, the intended use of proceeds of the Rights Offering and expectations regarding the business, operations and revenue of the Corporation in addition to general economic conditions. Although the Corporation believes that the expectations and assumptions on which such forward-looking information and statements are based are reasonable, undue reliance should not be placed on the forward-looking information and statements because the Corporation can give no assurances that they will prove to be correct. Since forward-looking information and 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, the risks associated with the oilfield services sector (i.e. demand, pricing and terms for oilfield services; current and expected oil and gas prices; exploration and development programs, weather, health, safety and environmental risks), competition, and uncertainties resulting from potential delays or changes in plans with respect to development projects or capital expenditures and changes in legislation, including but not limited to tax laws, royalties and environmental regulations, stock market volatility and inability to access sufficient capital from external and internal sources. Accordingly, readers should not place undue reliance on the forward-looking statements. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the Corporation’s financial results are included in reports on file with applicable securities regulatory authorities and may be accessed through SEDAR at www.sedar.com. The forward-looking information and statements contained in this news release are made as of the date hereof and the Corporation undertakes no obligation to update publicly or revise any forward-looking information or statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Chief Financial Officer