CALGARY, ALBERTA--(Marketwire - April 18, 2012) -
NOT FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
Online Energy Inc. ("Online" or the "Company") (TSX VENTURE:ONL) is pleased to announce that it has filed an amended and restated final short form prospectus dated April 17, 2012 revising the terms of the previously announced offering from a financing on a commercially reasonable efforts agency basis of up to 8,333,500 common shares to be issued on a "flow-through" basis ("Flow-Through Shares") at a price of $0.30 per Flow-Through Share, to an offering on a commercially reasonable efforts agency basis of up to 4,810,000 common shares in the capital of the Company ("Common Shares") at a price of $0.26 per Common Share and up to 4,170,000 Flow-Through Shares at a price of $0.30 per Flow Through Share, for aggregate gross proceeds of up to $2,501,600 (the "Offering").
The Offering will be conducted through a syndicate of agents led by Casimir Capital Ltd. and including Acumen Capital Finance Partners Limited (together, the "Agents").
The Agents have been granted an option (the "Over-Allotment Option") to purchase up to an additional 721,500 Common Shares and 625,500 Flow-Through Shares to cover over-allotments, if any, at a price of $0.26 per Common Share and $0.30 per Flow-Through Share, for additional gross proceeds of up to $375,240. If the Over-Allotment Option is fully exercised, aggregate gross proceeds from the Offering will be $2,876,840. The Over-Allotment Option is exercisable in whole or in part at any time prior to the date of closing of the Offering.
The Common Shares and the Flow-Through Shares will be sold in the Provinces of British Columbia, Alberta, Manitoba, Saskatchewan and Ontario. The Offering is expected to close on or about April 25, 2012, or such later date as agreed to between Online and the Agents, and is subject to certain customary conditions and regulatory approvals, including but not limited to the approval of the TSX Venture Exchange.
Online intends to use the net proceeds of the Offering to fund the exploratory portion of its Greater Paddle River Alberta drilling program in west-central Alberta where the Company has successfully assembled an extensive land position of 136 net sections. This concentrated acreage position supports a large inventory of horizontal multi-frac well locations on a variety of resource plays including the Ostracod, Notikewin, Wilrich, Nordegg, Rock Creek and Duvernay formations. Online also maintains a growing inventory of low-risk vertical oil locations targeting the Viking and Ellerslie formations as well as a number of low-cost re-entry opportunities.
The information and statements in this news release contains certain forward-looking information. This forward-looking information relates to future events or Online's future performance. In particular, this document contains forward-looking information and statements regarding: (i) the completion of the Offering and the issuance of the Flow-Through Shares, (ii) the expected closing date of the Offering; (iii) the use of proceeds of the Offering; and (iv) future capital expenditures and projects. All statements other than statements of historical fact may be forward-looking information. This forward-looking information is subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking information. The outcome and timing of the proposed Offering, as well as the Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, such forward-looking information and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking information will transpire or occur or, if any of them do, what benefits that the Company will derive from them. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking information. Accordingly, prospective investors should not place undue reliance on these forward-looking statements. The Company's forward-looking information is expressly qualified in its entirety by this cautionary statement. These forward-looking statements are made as of the date of this press release and, except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking information.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Online in the United States. The Flow-Through Shares described in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state and may not be offered, sold or delivered in the United States absent an exemption from registration.
President & Chief Executive Officer
(403) 262-1901 ext. 228
Online Energy Inc.
Chief Financial Officer
(403) 262-1901 ext. 227