CELTIC EXPLORATION LTD. 
By
(Stock Symbol "CLT" - TSX) March 22, 2012
Calgary, Alberta
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Celtic Exploration Announces Increase to Previously Announced Offering of Convertible Debentures to $150.0 Million Celtic Exploration Ltd. ("Celtic" or the "Company") is pleased to announce that it has increased the size of its previously announced public offering, on a "bought deal" basis, to $150.0 million principal amount of convertible subordinated unsecured debentures (the "Offering") with an interest rate of 5% per annum (the "Debentures"). The transaction was increased from the original amount of $125.0 million.
The offering is being made through a syndicate of
underwriters (the "Underwriters"), co-led by RBC
Capital Markets and Peters & Co. Limited. The Company has
also granted the Underwriters an over-allotment option to
purchase up to an additional $22.5 million aggregate
principal amount of Debentures on the same terms and
conditions, exercisable in whole or in part at any time for a
period of 30 days following closing of the Offering. The
Company will use the net proceeds to repay outstanding
indebtedness and for general corporate and working capital
purposes.
The Debentures will mature and be repayable on April 30, 2017
(the "Maturity Date") and will accrue interest at the rate of
5.0% per annum payable semi-annually in arrears on April 30th
and October 31st of each year (the "Interest Payment Date"),
commencing on October 31, 2012. At the holder's option, the
Debentures may be converted into common shares of the Company
at any time prior to the close of business on the earlier of
the business day immediately preceding (i) the Maturity Date,
(ii) the date fixed for redemption by the Company, or (iii)
if called for repurchase in the event of a change of control,
the payment date, at a conversion price of C$21.90 per share.
This represents a conversion rate of approximately 45.6621
common shares for each C$1,000 principal amount of
Debentures, subject to certain anti-dilution provisions.
Holders who convert their Debentures will receive accrued and
unpaid interest for the period from the date of the latest
Interest Payment Date to the date of conversion.
The Debentures will be direct, subordinated unsecured
obligations of the Company, subordinated to any senior
indebtedness of the Company and ranking equally with one
another and with all other existing and future subordinated
unsecured indebtedness of the Company.
The Debentures may not be redeemed by the Corporation prior
to April 30, 2015. On and after May 1, 2015 and prior to
maturity, the Debentures may be redeemed by the Corporation,
in whole or in part from time to time, on not more than 60
days and not less than 40 days prior notice at a redemption
price equal to their principal amount plus accrued and unpaid
interest, if any, up to but excluding the date set for
redemption, provided that the weighted average trading price
of the Common Shares on the TSX for the 20 consecutive
trading days ending five trading days prior to the date on
which notice of redemption is provided is at least 125% of
the Conversion Price.
The Debentures will be offered in all provinces of Canada by
way of short form prospectus. The Offering is scheduled to
close on or about April, 12, 2012 and is subject to certain
conditions including, but not limited to, the receipt of all
necessary approvals, including the approval of the Toronto
Stock Exchange.
The Debentures offered, and the common shares issuable on
conversion thereof, have not and will not be registered under
the U.S. Securities Act of 1933, as amended (the "Act"), and
may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements under the Act. This press release shall not
constitute an offer to sell or the solicitation of an offer
to buy the securities in any jurisdiction.
The information with respect to Celtic contained herein,
contains forward-looking statements, including statements
concerning the anticipated closing date and the anticipated
use of proceeds of the offering. These forward-looking
statements are based on assumptions, including the
anticipated receipt of regulatory approvals and are subject
to numerous risks and uncertainties, certain of which are
beyond Celtic's control, including the impact of general
economic conditions, industry conditions, volatility of
commodity prices, currency exchange rate fluctuations,
imprecision of reserve estimates, environmental risks,
competition from other explorers, stock market volatility and
ability to access sufficient capital. As a result, Celtic's
actual results, performance or achievement could differ
materially from those expressed in, or implied by, these
forward-looking statements and, accordingly, no
assurance can be given that any events anticipated by the
forward-looking statements will transpire or occur. In
addition, the reader is cautioned that historical results are
not necessarily indicative of future performance. Celtic does
not intend, and does not assume any obligation, to update or
revise these forward-looking statements except as required
pursuant to applicable securities laws.
For further information, please contact:
CELTIC EXPLORATION LTD., Suite 600, 321 - 6th
Avenue SW, Calgary, Alberta, Canada T2P 3H3
Sadiq H. Lalani, Vice President, Finance and Chief Financial Officer (403) 215-5310. Or visit our website site at www.celticex.com.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES|
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| This press release was issued by Celtic Exploration Ltd. and was initially posted at http://www.celticex.com/download/press/pr_22mar2012.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-23 15:54:39 PM. The issuer is solely responsible for the accuracy of the information contained therein. |
