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CALGARY, ALBERTA - Pearl Exploration and Production Ltd. ("Pearl" or the "Company") (TSX: PXX and First North: PXXS) announces the closing of the previously announced offering of 52,334,000 special warrants (including 6,826,000 special warrants issued pursuant to the exercise in full of the over-allotment option granted to the underwriters) at a price of $0.88 per special warrant representing total gross proceeds of approximately $46 million on a bought deal basis. The syndicate of underwriters was led by GMP Securities L.P. and includes Canaccord Capital Corporation, RBC Dominion Securities Inc. and Tristone Capital Inc. The Company intends to file a short form prospectus in the provinces of Alberta, British Columbia and Ontario to qualify the distribution of the common shares issuable on the exercise of the special warrants.
Each special warrant entitles the holder thereof to receive one common share of the Company on the exercise or deemed exercise of the special warrant. The special warrants will be exercisable by the holder at any time after the closing for no additional consideration and all unexercised special warrants will be deemed to be exercised on the earlier of (a) four months and a day following the closing, and (b) the 5th business day following the date on which a receipt is issued by the securities regulatory authorities in the provinces of Alberta, British Columbia and Ontario for a final short form prospectus qualifying the distribution of the common shares issuable on the exercise of the special warrants. The Company has agreed to use its reasonable best efforts to obtain such receipt by May 7, 2009. Until the receipt is issued for such prospectus, the special warrants as well as the common shares issuable upon exercise thereof will be subject to a four month hold period under
applicable Canadian securities laws.
The net proceeds of the offering will be used by the Company for general working capital purposes and to fund its capital expenditure program, primarily on its existing properties.
This news release does not constitute an offer to sell or a solicitation of any offer to buy the securities in the United States. The securities offered have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of such Act.
The information with respect to Pearl contained herein, contains certain forward-looking statements and forward-looking information (collectively referred to herein as "forward-looking statements") within the meaning of Canadian securities laws. All statements other than statements of historical fact are forward-looking statements. Forward-looking information typically contains statements with words such as "anticipate", "believe", "plan", "continuous", "estimate", "expect", "may", "will", "project", "should", or similar words suggesting future outcomes.
Undue reliance should not be placed on forward-looking statements, which are inherently uncertain, are based on estimates and assumptions, and are subject to known and unknown risks and uncertainties (both general and specific) that contribute to the possibility that the future events or circumstances contemplated by the forward-looking statements will not occur. There can be no assurance that the plans, intentions or expectations upon which forward-looking statements are based will in fact be realized. Actual results will differ, and the difference may be material and adverse to the Corporation and its shareholders.
Forward-looking statements are based on the Company's current beliefs as well as assumptions made by, and information currently available to, the Company concerning anticipated financial performance, business prospects, strategies, regulatory developments, future commodity prices, future production levels, the ability to obtain equipment in a timely manner to carry out development activities, the ability to market oil and natural gas successfully to current and new customers, the impact of increasing competition, the ability to obtain financing on acceptable terms, and the ability to add production and reserves through development and exploration activities. Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.
By their very nature, forward-looking statements involve inherent risks and uncertainties (both general and specific) and risks that forward-looking statements will not be achieved. These factors include, but are not limited to risks associated with oil and gas exploration, financial risks, substantial capital requirements, bank financing, government regulation, environmental, prices, markets and marketing, dependence on key personnel, co-existence with mining operations, availability of drilling equipment and access, risks may not be insurable, management of growth, expiration of licenses and leases, reserves estimates, seasonality, competition, conflicts of interest, issuance of debt, title to properties, variations in exchange rates and hedging. Further information regarding these factors may be found under the heading "Risk Factors" in Pearl's current Annual Information Form and in the Company's most recent financial statements, management's discussion and analysis, management
information circular, material change reports and news releases. Readers are cautioned that the foregoing list of factors that may affect future results is not exhaustive.
The forward-looking statements contained in this news release are made as of the date hereof and the Corporation does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, except as required by applicable law. The forward-looking statements contained herein are expressly qualified by this cautionary statement.
For further information, please contact:
John Festival - President and Chief Executive Officer
Tel.: (403) 215-8313
Don Cook - Chief Financial Officer
Tel: (403) 215-8313
Pearl's Certified Advisor on First North is E. Öhman J:or Fondkommission AB.
Company Registration Number: 409596-1
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