Ridgeline to Raise $10 Million through Short Form Prospectus Offering in Canada
Ridgeline to Raise up to $10 Million through Overnight Marketed Short-Form Prospectus in Canada Including a Firm Commitment
CALGARY, May 15, 2012 /CNW/ - Ridgeline Energy Services Inc. (TSX-V: RLE; OTCQX: RGDEF) ("Ridgeline" or the "Company"), an energy services and water treatment company, is pleased to announce it has entered into an agreement with a syndicate of underwriters (collectively, the "Underwriters") to conduct an overnight marketed offering of common shares of the Company (the "Common Shares") in Canada at a price of $0.70 (the "Offering Price") per Common Share, for gross proceeds of up to approximately $10 million (the "Offering"). Pursuant to the Offering, the Underwriters have agreed to underwrite 2,857,000 Common Shares at the Offering Price equaling proceeds of approximately $2 million of the gross proceeds of the Offering.
Pursuant to the Offering, the Company has granted the Underwriters the option, but not the obligation, exercisable in whole or in part at any time prior to 30 days after closing of the Offering (the "Closing") to increase the size of the Offering by up to 15% to cover over-allotments and for market stabilization purposes (the "Over-Allotment Option").
The Common Shares will be offered by way of a short-form prospectus in Canada to be filed in such provinces of Canada (except Quebec), where the Common Shares are sold, pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended.
The Offering is scheduled to close on or about the week of June 4th, 2012 or as otherwise determined by the Company and Underwriters and is subject to certain customary conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange.
The net proceeds received by the Company from the Offering will be used for commercialization, acquisitions, development, and working capital.
In consideration for their services, the Underwriters will receive a cash commission of 7.0% of the gross proceeds of the Offering and compensation options exercisable any time at the Offering Price for up to 24 months from Closing to purchase an amount of Common Shares equal to 7.0% of the number of Common Shares sold pursuant to the Offering, including the amount subscribed for pursuant to the exercise of the Over-Allotment Option, where any such exercise occurs.
This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to "U.S. persons," as such term is defined in Regulation S under the U.S. Securities Act, unless an exemption from such registration is available.
About Ridgeline Energy Services Inc.
Ridgeline Energy Services Inc. is an energy services and water treatment company. The Company is applying proprietary technology to treat the large volumes of contaminated water generated by oil and gas production. The Company is working with energy majors in the application of its technology for the recycle and reuse of; produced and hydraulic stimulation flowback water; enhanced recovery chemical flood water; and oil sands process water. As well the Company is applying its technology in the testing and treatment of commercial and industrial waste water. Through its environmental consulting and remediation subsidiaries, Ridgeline Environment Inc. and Ridgeline GreenFill Inc., the Company has built a reputation as an established provider of environmental services to North America's oil and gas industry. The Company trades on the TSX Venture Exchange under the symbol "RLE" and the OTCQX as "RGDEF". Additional information is available on the Company's website at: www.ridgelinecanada.com.
ON BEHALF OF THE BOARD OF DIRECTORS
"Tony Ker"
Tony Ker, CEO
"Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. This news release may contain forward-looking statements or forward looking information for the purposes of applicable securities laws. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions "believe", "plan", and similar expressions to the extent they relate to the Company or its management. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Such statements include but are not limited to statements about the funds to be raised in the financing and the closing date for the financing. Actual results may differ materially from those currently anticipated in such statements. Such information is subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information, as no assurances can be given as to future results, levels of activity or achievements. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements."
Ryan Johnson of Ridgeline Energy Services Inc.
Corporate Development
(604) 566-8066 ext. 3 (Vancouver)
rjohnson@ridgelinecanada.com
David Waldman at Crescendo Communications
Investor Relations
(212) 671-1021 (New York)
dwaldman@crescendo-ir.com
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