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CALGARY, Jan. 23, 2017 /CNW/ - Questerre Energy
Corporation ("Questerre" or the "Company")
(TSX,OSE:QEC) announced that it will be proceeding with an
offering of up to 3,000,000 Class "A" common shares
("Common Shares") at a price of $0.49 per Common Share in accordance with the
rules of the Oslo Stock Exchange ("OSE")and the Norwegian
Securities Trading Act (the "Subsequent Offering").
In connection with the Subsequent Offering, Questerre has filed
a prospectus with the Financial Supervisory Authority of
Norway approved on January 20, 2017 which covers the following:
- The listing on OSE of the 15,200,000 Common Shares issued
pursuant to the Company's private placement completed in
November 2016 (the "November 2016 Private Placement"); and
- The listing of up to 3,000,000 Common Shares on OSE at a price
of NOK 3.00 ($0.49) per Common Share pursuant to the
Subsequent Offering.
The Company's shareholders as registered in the Norwegian
central securities depository ("VPS") as of November 8, 2016 (the "Record Date") who
did not participate in the November
2016 Private Placement and are not resident in a
jurisdiction where such offering would be unlawful, or would (in
jurisdictions other than Norway)
require any prospectus filing, registration or similar action
("Eligible VPS Shareholders"), will receive non-transferable
subscription rights (the "Subscription Rights") based on
their shareholdings of that date. Over-subscription and
subscription without Subscription Rights is not permitted.
Each Eligible VPS Shareholder will be granted 0.0107
non-transferable Subscription Rights for each Common Share as held
by such Eligible VPS Shareholder as of the Record Date rounded up
to the nearest whole Subscription Right. Each Subscription Right
will, subject to applicable securities laws, give the right to
subscribe for and be allocated one (1) Common Share. The
subscription period for Eligible VPS Shareholders for the
Subsequent Offering commences on January 24,
2017 and expires on February 3,
2017 at 16:30 hours, Oslo
time (the "Subscription Period"). Please note that
Subscription Rights that are not used to subscribe for Common
Shares before the expiry of the Subscription Period will have no
value and will lapse without compensation to the holder.
The Subsequent Offering is managed by Pareto Securities AS and
Swedbank.
In connection with the Subsequent Offering, shareholders
resident in Canada as of the
Record Date ("Eligible Canadian Shareholders") who did not
participate in the November 2016
Private Placement and do not hold their shares in the VPS will be
entitled to acquire Common Shares on the same proportionate basis
as the Subsequent Offering (the "Canadian Offering").
For clarity, shareholders resident in Canada will be entitled to subscribe for
0.0107 Common Shares for each Common Share held as of the Record
Date at a price of $0.49 per Common
Share subscribed.
The Common Shares issued under the Canadian Offering will also
be made under the "existing security holder" prospectus exemption
in all Canadian jurisdictions (the "Existing Securityholder
Exemption"). In addition to conducting the Offerings pursuant
to the Existing Securityholder Exemption, the Company will also
accept subscriptions for Common Shares under the Canadian Offering
where other prospectus exemptions are available.
Eligible Canadian Shareholders wishing to subscribe for Common
Shares under the Canadian Offering need to complete a subscription
form as described below (the "Subscription Form") and
represent in writing that they meet certain requirements, including
that they were, as at the Record Date, and still are, a holder of
Common Shares. Pursuant to the securities rules applicable to this
type of offering, in order for an Eligible Canadian Shareholder to
subscribe for more than $15,000 of
securities of the Company under the Canadian Offering, the Eligible
Canadian Shareholder needs to obtain advice from a registered
investment dealer in the jurisdiction of their residence regarding
the suitability of this investment.
The Canadian Offering will remain open until 4:00 p.m. (Calgary time) on February 3, 2017 (the "Expiry
Time").
Shareholders who wish to subscribe in the Canadian Offering
should contact the Company at the contact details listed below on
or before 4:00 p.m. (Calgary time) on January 31, 2017 in order to obtain a copy
of the Subscription Form. A duly completed Subscription Form and
payment in full for the total subscription amount must be received
by the Company on or before the Expiry Time in order to be acted on
by the Company. Please note that funds will only be accepted in the
form of wire transfer (the particulars of which are set out in the
Subscription Form), or by certified cheque or bank draft.
Many shareholders do not hold their Common Shares of the
Company in their own name. If an Eligible Canadian Shareholder's
Common Shares are listed in an account statement provided to the
Eligible Canadian Shareholder by a broker or other investment
dealer, then in almost all cases those shares will not be
registered in the Eligible Canadian Shareholder's name on the
records of the Company. Such shares will more likely be registered
under the name of the broker or investment dealer, or their agents.
Eligible Canadian Shareholders are advised to contact their broker,
investment dealer or other agent through which they hold their
Common Shares if they have any questions regarding the Canadian
Offering or how to subscribe.
It is anticipated that the proceeds of the offerings (after
deduction of costs of fees incurred) will be used for general
working capital purposes. Although the Company intends to use
the proceeds of the offering as described above, the actual
allocation of proceeds may vary from the uses set forth above,
depending on future operations or unforeseen events or
opportunities.
The offerings are subject to receipt of all requisite approvals,
including the approval by the Toronto Stock Exchange and the Oslo
Stock Exchange. The Company is relying upon the exemption under
Section 602.1 of the TSX Company Manual whereby the offerings will
be conducted in accordance with the rules of the Oslo Stock
Exchange, including with respect to the pricing thereof.
The Common Shares issued are subject to certain resale
restrictions in Canada and cannot
be traded in Canada or to the
benefit of a Canadian resident for four months and a day from the
delivery date.
Questerre is leveraging its expertise gained through early
exposure to shale and other non-conventional reservoirs. The
Company has base production and reserves in the tight oil
Bakken/Torquay of southeast
Saskatchewan. It is bringing on production from its lands in
the heart of the high-liquids Montney shale fairway. It is a leader on
social license to operate issues for its Utica shale gas discovery in the St. Lawrence
Lowlands, Quebec. It is pursuing
oil shale projects with the aim of commercially developing these
significant resources.
Questerre is a believer that the future success of the oil and
gas industry depends on a balance of economics, environment and
society. We are committed to being transparent and are respectful
that the public must be part of making the important choices for
our energy future.
Advisory Regarding Forward-Looking Statements
This press release contains forward-looking statements and
forward-looking information (collectively "forward-looking
statements") within the meaning of applicable securities laws. In
particular and without limitation, this news release contains
forward-looking statements concerning: the completion of the
offerings and the timing thereof, the use of net proceeds of the
offerings and the listing and trading of the shares issued pursuant
to the November 2016 Private
Placement and the offerings. Forward-looking statements typically
uses words such as "anticipate", "believe", "project", "expect",
"goal", "plan", "intend" or similar words suggesting future
outcomes, statements that actions, events or conditions "may",
"would", "could" or "will" be taken or occur in the future.
Forward-looking statements are based on a number of material
factors, expectations or assumptions of the Company which have been
used to develop such statements and information but which may prove
to be incorrect, including the satisfaction of all conditions to
the closing of the offerings and on the time frame contemplated.
Although the Company believes that the expectations reflected in
these forward-looking statements are reasonable, undue reliance
should not be placed on them because the Company can give no
assurance that they will prove to be correct. Since forward-looking
statements address future events and conditions, by their very
nature they involve inherent risks and uncertainties, including but
not limited to: failure to obtain, in a timely manner, regulatory,
stock exchange and other required approvals in connection with the
offerings. Additional information regarding some of these risks,
expectations, assumptions and other factors may be found in the
Company's Annual Information Form and Management's Discussion and
Analysis prepared for the year ended December 31, 2015. The reader is cautioned not to
place undue reliance on these forward-looking statements. The
forward-looking statements contained in this news release are made
as of the date hereof and the Company undertakes no obligations to
update publicly or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, unless
so required by applicable securities laws.
SOURCE Questerre Energy Corporation