HOUSTON, TEXAS--(Marketwire - May 7, 2012) -
NOT FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
Greenfields Petroleum Corporation (the "Company" or "Greenfields") (TSX VENTURE:GNF), an independent exploration and production company with producing assets in Azerbaijan, is pleased to announce that it has filed a preliminary short form prospectus in all of the provinces of Canada, except Québec, in connection with a marketed public offering (the "Offering") of convertible unsecured subordinated debentures of Greenfields (the "Debentures"). The Offering will be co-led by FirstEnergy Capital Corp. and CIBC World Markets Inc. on behalf of a syndicate of underwriters (collectively the "Underwriters").
The price and coupon of the Debentures, and the number of Debentures to be issued, will be determined in the context of the market with the final terms of the Offering to be determined at the time of pricing. The net proceeds of the Offering will be used to fund the workover and drilling program in Gum Deniz Oil Field and Bahar Gas Field, and for general corporate and working capital purposes.
The Debentures will bear interest from the date of issue, with interest payable semi-annually in arrears on May 31 and November 30 of each year (each an "Interest Payment Date") commencing on November 30, 2012 and will mature and be repayable on May 31, 2017 (the "Maturity Date").
The Debentures will be convertible at the option of the holder at any time prior to the close of business on the earlier of the business day immediately preceding the Maturity Date and, if applicable, the last business day immediately preceding the date fixed for redemption, into common shares of Greenfields, at a conversion price to be determined at the time of pricing of the Offering (the "Conversion Price"), 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 not be redeemable by the Company before May 31, 2015. On and after June 1, 2015 and prior to Maturity Date, the Debentures may be redeemed in whole or in part from time to time at the option of the Company on not more than 60 days and not less than 40 days prior notice, at a price equal to their principal amount plus accrued and unpaid interest, provided that the weighted average trading price of the common shares on the TSX Venture Exchange (the "TSXV") for the 20 consecutive trading days ending five trading days preceding the date on which the notice of redemption is given is at least 125% of the Conversion Price.
The Debentures will be sold publicly in all provinces of Canada, except Québec, and on a private placement basis in the United States pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and such other jurisdictions as may be agreed to by Greenfields and the Underwriters.
The Offering is scheduled to close on or about May 30, 2012, and is subject to certain customary conditions and regulatory approvals, including the approval of the TSXV.
About Greenfields Petroleum Corporation
Greenfields is a junior oil and natural gas corporation focused on the development and production of proven oil and gas reserves principally in the Republic of Azerbaijan. The Company plans to expand its oil and gas assets through further farm-ins, and acquisitions of Production Sharing Agreements from foreign governments containing previously discovered but under-developed international oil and gas fields, also known as "greenfields". More information about the Company may be obtained on the Greenfields website at www.greenfields-petroleum.com.
Forward Looking Statements
The information and statements in this news release contains certain forward-looking information. This forward-looking information relates to future events or Greenfields' future performance. In particular, this document contains forward-looking information and statements regarding: (i) the completion of the Offering and the issuance of the Debentures, (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 Greenfields in the United States. The Debentures described in this news release (and any common shares of Greenfields issued upon the conversion, redemption or maturity of the Debentures) 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.
Neither the 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 release.