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CALGARY, ALBERTA–(Marketwire – May 11, 2011)
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORQUAY OIL CORP. (TSXV:TOC-A.V)(TSXV:TOC-B.V) (“Torquay” or the “Company”) is pleased to announce that it has entered into a letter agreement with a syndicate of underwriters co-led by GMP Securities L.P. and Canaccord Genuity Corp., and including Jennings Capital Inc. and Acumen Capital Finance Partners Limited (collectively, the “Underwriters”) pursuant to which the Underwriters have agreed to purchase for resale to the public, on a “bought deal” basis by way of a short form prospectus, 2,858,000 Class A shares (“Class A Shares”) of the Company at a price of $1.75 per Class A Share for gross proceeds of $5,001,500 and 2,500,000 Class A Shares to be issued on a “flow-through” basis (the “Flow-Through Shares”) at a price of $2.00 per Flow-Through Share for additional gross proceeds of $5,000,000 (collectively, the “Offering”).
In addition, Torquay has granted an over-allotment option (the “Option”) to the Underwriters, exercisable at any time on, or during the 30 day period following the closing date of the Offering, to acquire up to an additional 428,000 Class A Shares at $1.75 per share for further gross proceeds of up to $749,000. Total proceeds from the Offering will be $10,750,500 if the Option is exercised in full.
The proceeds from the Offering will be used to fund the Company’s 2011 capital program in southeast Saskatchewan and for general corporate purposes. Proceeds from the sale of the Flow-Through Shares will be used to incur eligible qualifying expenditures which will be renounced in favour of purchasers for the 2011 taxation year.
The Offering is expected to close on or about June 1, 2011 and is subject to receipt of all necessary regulatory approvals.
FORWARD LOOKING STATEMENTS:
This news release contains forward-looking statements. More particularly, this news release contains statements concerning the completion of the Offering and the expected use of the proceeds obtained therefrom, as well as certain other matters related to the transactions referenced herein, including management’s assessment of future plans and operations. The forward-looking statements are based on certain key expectations and assumptions made by Torquay, including expectations and assumptions concerning completion of the Offering, the incurring of qualifying expenditures, timing of receipt of required approvals and third party consents and the satisfaction of other conditions to the completion of the Offering and the Company’s capital program. Although Torquay 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 Torquay 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 that required approvals and consents are not obtained on terms and within the timelines acceptable to Torquay, that the Offering may not be completed, and risks that other conditions to the completion of the Offering and the Company’s capital program are not satisfied in a timely manner or at all. Additional information on the foregoing risks and other factors that could affect Torquay’ operations and financial results are included in the Company’s annual information form for the financial year ended December 31, 2010 and in other reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). The forward-looking statements contained in this press release are made as of the date hereof and Torquay 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.
This new release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of US persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws. This news release is not for distribution to United States newswire services or for dissemination in the United States.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policy of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Torquay Oil Corp.
President & Chief Executive Officer
403 233 2444 ext. 30
403 262 6991 (FAX)
Torquay Oil Corp.
Vice President, Finance & Chief Financial Officer
403 233 2444 ext. 31
403 262 6991 (FAX)