Share Issue/Capital Change • Dec 5, 2016
Share Issue/Capital Change
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BXPL - Contemplated private placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE
OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA,
CANADA, JAPAN OR THE UNITED STATES
Badger Explorer ASA - Contemplated private placement
Stavanger, 5 December 2016
Badger Explorer ASA (the "Company") has retained ABG
Sundal Collier ASA (the "Manager") to advise on and
effect an undocumented private placement of up to NOK
40 - 45 million in new shares in the Company directed
towards existing shareholders and potential new
Norwegian and international investors (the "Private
Placement"). The subscription price in the Private
Placement is NOK 0.125 per share.
The Private Placement will be used to fund the
Company's ongoing Development Program as well as for
general corporate purposes.
The Company received significant indications of
interest to pre-apply for Offer Shares from certain
large existing shareholders, members of the Board of
Directors and management, as well as new investors.
The received pre-applications is in an aggregate
amount of approx. NOK 40 million. Such interest was
essential for the Company being able to launch the
Private Placement. Thus, applicants who have pre-
applied for Offer Shares prior to launch of the
Private Placement will, subject to completion of the
Private Placement, receive preferred allocation on
their applications.
The application period for the Private Placement will
commence today, 5 December at 16:30 CET and close
tomorrow on 6 December 2016 at 08:00 CET. The Company
may at its own discretion extend or shorten the
Application Period at any time and for any reason. The
minimum order in the Private Placement has been set to
the number of shares that equals an aggregate purchase
price of the NOK equivalent of EUR 100,000. The
Company may, at its sole discretion, allocate an
amount below EUR 100,000 to the extent applicable
exemptions from the prospectus requirement pursuant
the Norwegian Securities Trading Act and ancillary
regulations are available.
The allocation of New Shares in the Private Placement
will be made at the discretion of the Company's Board
of Directors in consultation with the Manager, on or
about 6 December 2016, subject to any shortening or
extension of the application period.
The completion of the Private Placement is subject to
the approval by an Extraordinary General Meeting
(the "EGM") to be called for shortly after the
completion of the Private Placement.
As a consequence of the private placement structure,
the shareholders' preferential rights will be deviated
from. Following a full assessment of the Company's
financial condition, the need for new investors,
preferred timing of the equity issue and the proposed
subscription price, trading price of the shares and
the Company's book values, the Board of Directors has
decided that it is in the Company's and shareholders'
interest to deviate from the shareholders preferential
right to subscribe for shares and carry out the
Private Placement.
The Board of Directors intends to propose to the EGM
to carry out a subsequent offering of new shares
equivalent to gross proceeds of up to up approximately
NOK 10 million (the "Subsequent Offering") directed
towards shareholders in the Company as of close of
trading today, 5 December 2016, as registered in the
VPS on 7 December 2016 (the "Record Date") who were
not allocated shares or offered to apply for shares in
the Private Placement, and who are not resident in a
jurisdiction where such offering would be unlawful, or
would (in a jurisdiction other than Norway) require
any prospectus filing, registration or similar action
("Eligible Shareholders"). Eligible Shareholders will
receive non-transferable subscription rights based on
their shareholding as of the Record Date. The
subscription rights will give Eligible Shareholders a
preferential right to subscribe for and be allocated
shares in the Subsequent Offering. The subscription
price in the Subsequent Offering will be equal to the
subscription price in the Private Placement.
For further information, please contact:
Gunnar Dolven, CFO, cell phone +47 908 53 168
Marcus Hansson, COB, cell phone +44 782 4460 691
www.bxpl.com
Important information:
The release is not for publication or distribution, in
whole or in part directly or indirectly, in or into
Australia, Canada, Japan or the United States
(including its territories and possessions, any state
of the United States and the District of Columbia).
This release is an announcement issued pursuant to
legal information obligations, and is subject of the
disclosure requirements pursuant to section 5-12 of
the Norwegian Securities Trading Act. It is issued for
information purposes only, and does not constitute or
form part of any offer or solicitation to purchase or
subscribe for securities, in the United States or in
any other jurisdiction. The securities mentioned
herein have not been, and will not be, registered
under the United States Securities Act of 1933, as
amended (the "Securities Act"). The securities may not
be offered or sold in the United States except
pursuant to an exemption from the registration
requirements of the Securities Act. The Company does
not intend to register any portion of the offering of
the securities in the United States or to conduct a
public offering of the securities in the United
States. Copies of this announcement are not being made
and may not be distributed or sent into Australia,
Canada, Japan or the United States. The issue,
exercise, purchase or sale of subscription rights and
the subscription or purchase of shares in the Company
are subject to specific legal or regulatory
restrictions in certain jurisdictions. Neither the
Company nor the Manager assumes any responsibility in
the event there is a violation by any person of such
restrictions.
The distribution of this release may in certain
jurisdictions be restricted by law. Persons into whose
possession this release comes should inform themselves
about and observe any such restrictions. Any failure
to comply with these restrictions may constitute a
violation of the securities laws of any such
jurisdiction. The Manager is acting for the Company
and no one else in connection with the Private
Placement and will not be responsible to anyone other
than the Company for providing the protections
afforded to their respective clients or for providing
advice in relation to the Private Placement and/or any
other matter referred to in this release.
Forward-looking statements: This release and any
materials distributed in connection with this release
may contain certain forward-looking statements. By
their nature, forward-looking statements involve risk
and uncertainty because they reflect the Company's
current expectations and assumptions as to future
events and circumstances that may not prove accurate.
A number of material factors could cause actual
results and developments to differ materially from
those expressed or implied by these forward-looking
statements.
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