Share Issue/Capital Change • Feb 2, 2017
Share Issue/Capital Change
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Badger Explorer - Private Placement successfully completed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE
OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA,
CANADA, JAPAN OR THE UNITED STATES
Stavanger, 2 February 2017
Reference is made to the stock exchange release from
Badger Explorer ASA (the "Company") published
yesterday, 1 February 2017 regarding the contemplated
private placement of shares in the Company.
The Company announces today that it has raised NOK 300
million in gross proceeds through a private placement
consisting of 600 million new shares (the "Private
Placement") with a subscription price of NOK 0.50.
The Private Placement was significantly oversubscribed.
ABG Sundal Collier ASA acted as sole manager
(the "Manager") in the Private Placement.
The completion of the Private Placement is subject to
approval by an Extraordinary General Meeting to be
held on or about 23 February 2017 (the "EGM").
Notification of conditional allotment and payment
instructions in the Private Placement is expected to
be sent to the applicants by the Manager today. The
payment date for the Private Placement is expected to
be on or about 24 February 2017. Registration and
delivery of the shares is expected to take place on or
about 27 February 2017.
The Board of Directors will propose to the EGM to
carry out a subsequent offering of up to 80 million
new shares, equivalent to up to NOK 40 million in
gross proceeds (the "Subsequent Offering"). The
Subsequent Offering will be directed towards
shareholders in the Company as of close of trading
yesterday, 1 February 2017, as registered in the VPS
on 3 February 2017 (the "Record Date") who were not
allocated 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 NOK 0.50 per share.
Following and subject to completion of the Private
Placement (but prior to the Subsequent Offering and
the previously announced fully underwritten subsequent
offering of 80 million new shares approved by the
Extraordinary General Meeting held 9 January 2017),
the Company will have an issued share capital of NOK
122,317,161 divided into 978,537,288 shares, each with
a par value of NOK 0.125.
The following primary insider was allocated shares in
the Private Placement:
Chairman of the Board of Directors Marcus Hansson and
close associates: 1,000,000 shares. Shareholding after
the transaction: 21,616,668 shares, representing 2.21%
of the shares after 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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