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Enter Symbol
or Name
USA
CA



Wellstar Energy Corp (3)
Symbol WSE
Shares Issued 11,336,557
Close 2014-04-15 C$ 0.095
Market Cap C$ 1,076,973
Recent Sedar Documents

Wellstar receives conditional OK to move to TSX-V

2014-04-17 09:41 ET - News Release

Mr. Andrew Rees reports

WELLSTAR ENERGY ANNOUNCES CONDITIONAL APPROVAL OF GRADUATION FROM NEX TO TSX VENTURE EXCHANGE TIER 2, PROPOSED PRIVATE PLACEMENT AND SHARES FOR DEBT SETTLEMENT

The TSX Venture Exchange, by a letter dated April 16, 2014, has granted conditional approval regarding Wellstar Energy Corp.'s NEX reactivation and concurrent application for graduation to Tier 2 of the TSX-V. Final acceptance of the reactivation is subject to, among other things, completion of a satisfactory concurrent financing and the shares-for-debt application detailed below.

In connection with the reactivation, the company announces that it intends to complete a non-brokered private placement in the aggregate amount up to $1.5-million, consisting of 9-per-cent convertible debenture units of the company (CD units) in the aggregate principal amount of up to $600,000, and a concurrent placement of up to six million equity units at a price of 15 cents per unit, for gross proceeds of up to $900,000. Each CD unit will consist of $1,000 in principal amount of 9.0-per-cent convertible debentures maturing in five years, and that number of common share purchase warrants equal to one-half of the shares issuable upon conversion of $1,000 in principal amount of debentures. The principal, and any accrued and unpaid interest under the debentures will be unsecured and will be convertible at the holder's option into fully paid, non-assessable common shares of the company at: (a) with respect to principal, a conversion price equal to the greater of 18 cents, or the market price of the company's common shares as defined under the policies of the TSX-V; and (b) with respect to accrued and unpaid interest, at the market price of the company's common shares at the time of settlement. Each CD unit warrant will be exercisable for a period of 48 months from the date of issuance at an exercise price of 25 cents per common share.

Each unit will consist of one common share and one-half of one common share purchase warrant. Each whole unit warrant will entitle the holder thereof to purchase one common share at an exercise price of 25 cents for a period of 24 months following the closing of the unit offering.

With respect to the CD unit offering, any eligible arm's-length finder will, in aggregate, upon closing, receive a cash placement fee of 9 per cent of the gross proceeds of the CD offering, as well as common share purchase warrants equivalent to 9 per cent of the gross proceeds of the CD offering based on the conversion price of the debentures for subscriptions made by purchasers introduced by such finder. With respect to the unit offering, any eligible finder will, in aggregate, receive a cash placement fee of 9 per cent of the gross proceeds of the unit offering, as well as common share purchase warrants equivalent to 9 per cent of the number of units sold in the unit offering to subscribers introduced by such finder.

The debentures and CD unit warrants comprising the CD units, the unit shares and unit warrants comprising the units, and any underlying common shares will be subject to a four-month hold period from the date of issue under National Instrument 45-102 and the policies of the TSX-V.

Completion of the offering is subject to receipt of all regulatory approvals, including the approval of the TSX-V. Net proceeds from the offering will be applied toward payment of current liabilities, exploration and development of the company's oil and gas properties, and for general working capital purposes.

In addition, the company announces that it intends to settle a total of $273,478 of the company's debt with certain non-arm's-length and arm's-length parties. The debt payable to nine arm's-length parties is an aggregate of $183,744.82, and the company will settle the same by issuing to such parties 3,674,896 common shares at a deemed price of 15 cents per common share. The debt payable to one insider (as such term is defined under the policies of the TSX-V) is an aggregate of $89,733.22, and the company will settle the same by issuing to such party 598,221 common shares at a deemed price of 15 cents per common share. All securities issued in connection with the shares-for-debt settlement will be subject to a statutory four-month hold period in accordance with applicable securities legislation. Closing of the shares-for-debt settlement remains subject to a number of conditions, including final regulatory approval of the TSX-V.

We seek Safe Harbor.

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