Funds Managed by Libra Advisors, LLC Acquire Subscription Receipts of Triple
8 Energy Ltd. for Investment Purposes
TORONTO, Oct. 14 /CNW/ - Libra Advisors, LLC ("Libra") announced today that Libra Fund, L.P. and Libra Offshore Master Fund, L.P. (the "Funds") acquired 53,334,000 subscription receipts of Triple 8 Energy Ltd. ("Triple 8") at a price of $0.075 each pursuant to Triple 8's private placement of subscription receipts.
The gross proceeds from the sale of the subscription receipts will be held in escrow pending the completion of a previously announced asset acquisition by Triple 8 (the "Acquisition"). If the Acquisition is completed on or before November 15, 2010, the proceeds will be released to Triple 8. If the Acquisition is not completed on or before November 15, 2010, or the definitive agreement in respect of the Acquisition is terminated at an earlier time, holders of subscription receipts will receive a cash payment equal to the offering price of the subscription receipts plus any interest that was earned thereon during the term of the escrow.
The subscription receipts will be deemed to be exercised on the earlier of: (a) February 14, 2011, and (b) that day on which a receipt (the "Receipt") is issued by certain securities regulatory authorities for a final short form prospectus qualifying the common shares and warrants to be issued upon the exercise of subscription receipts.
On the deemed exercise of the subscription receipts, each subscription receipt will entitle the holder to one common share and one-half of one common share purchase warrant ("warrant") of Triple 8, with each whole warrant entitling the holder to acquire one common share of Triple 8 at an exercise price of $0.10 per common share for a period of 30 months following the closing of the offering.
Triple 8 shall use its reasonable commercial efforts to obtain the Receipt within 30 days of closing the Acquisition (the "Qualification Deadline"). If the Receipt is not obtained on or before the Qualification Deadline, Triple 8 shall issue to each holder of subscription receipts, for no additional consideration, an additional 0.1 of a common share for each common share to be issued to such holder upon the deemed exercise of the subscription receipts. Until the Receipt is issued, the subscription receipts as well as the common shares and warrants issuable upon exercise of such receipts will be subject to a four month hold period under applicable Canadian securities laws until February 14, 2011.
As a result of the closing of the private placement, the Funds now hold 53,334,000 subscription receipts that, if exercised, would result in the Funds' holding 53,334,000 common shares of Triple 8, representing approximately 8.61% of the total outstanding common shares of Triple 8 (giving effect to the exercise of all of the outstanding subscription receipts), and 26,667,000 warrants of Triple 8 that, if exercised, would result in the Funds' holding approximately 12.39% of the total outstanding common shares of Triple 8 (giving effect to the exercise of all of the outstanding subscription receipts).
The Funds acquired the subscription receipts for investment purposes and may, from time to time, acquire additional securities of Triple 8 or dispose of such securities as they may deem appropriate.
Libra is the investment advisor to Libra Fund, L.P. and Libra Offshore Master Fund, L.P. with offices at 909 Third Avenue, 29th Floor, New York, NY 10022.
For further information:
Mr. Ranjan Tandon, Managing Member, at (212) 350-5125
Share this article