FALCON OIL & GAS LTD. ANNOUNCES COMPLETION OF PRIVATE PLACEMENT
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN
THE U.S./
DENVER, CO, April 11 /CNW/ - Falcon Oil & Gas Ltd. (TSXV: FO) ("Falcon" or the "Company") today
announced the completion of its private placement, the details of which
were previously announced on November 24, 2010. The Company issued an
aggregate of 87,049,999 units at an issuance price of CDN$0.15 per unit
(each unit consisting of one common share in the capital of Falcon and
three quarters of one common share purchase warrant) for aggregate
gross proceeds of CDN$13,057,500. Each whole common share purchase
warrant entitles the holder to acquire one common share of Falcon at an
additional purchase price of CDN$0.18 per share for a period of 36
months from the date of issuance. Subject to applicable securities
legislation, an aggregate of 44,533,333 common shares and 33,400,000
common share purchase warrants are subject to a hold period until June
11, 2011 and an aggregate of 42,516,666 common shares and 31,887,500
common share purchase warrants are subject to a hold period until
August 9, 2011. The private placement remains subject to final approval
from the TSX Venture Exchange.
Existing major shareholders of Falcon participated in the private
placement. They were joined by members of management and the Board of
Directors of Falcon, which together accounted for approximately 46.5%
of the total proceeds raised.
Delays were experienced in fulfilling certain TSXV filing requirements,
mainly as a result of the diverse corporate jurisdictions of a number
of the investors. The proposed new investors described in the press
release dated November 24, 2010 were unable to fulfill their
requirements under the terms of the private placement, including
obtaining the requisite foreign exchange approval of the People's
Republic of China. Robert Macaulay, CEO of Falcon commented that "the
efforts on the part of the China-based investors who intended to invest
are appreciated and our relationships with them remain cordial and open
to future business opportunities".
"I am gratified that our existing major shareholders continue to
demonstrate their support of the company's tremendous potential, and
with the substantial participation on the part of our management and
directors. This funding secures our plans to fully test the Shenandoah
well in Australia while continuing to evaluate our properties in
Hungary and South Africa."
Mueller & Co., LLC acted as financial advisor to Falcon in connection
with the private placement transaction and received a finder's fee in
the amount of $149,100.
About Falcon Oil & Gas Ltd.
Falcon Oil & Gas Ltd. is an international oil and gas exploration and
production company, headquartered in Denver, Colorado, incorporated in
British Columbia, Canada, and trading on the TSX Venture Exchange under
the symbol "FO." The company specializes in the business of
unconventional and conventional oil and gas exploration and production
and holds interests in prospective properties in Australia, Hungary,
and South Africa. Falcon is a pioneer in the development and
exportation of successful techniques in recognizing and evaluating
unconventional resources. The company is focused on discovering,
acquiring, and maturing a globally diversified portfolio with a goal of
maximizing shareholder value through strategic relationships.
Additional information concerning Falcon Oil & Gas Ltd. is available at
www.falconoilandgas.com. Investor inquiries may be directed to
investor@falconoilandgas.com.
This news release does not constitute an offer to sell or a solicitation
of an offer to buy any securities. The securities have not been and
will not be registered under the United States Securities Act of 1933,
as amended (the "US Securities Act") or any state securities laws and
may not be offered or sold within the United States or to US persons
unless registered under the US Securities Act and applicable state
securities laws or an exemption from such registration is available.
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
Certain information in this press release may constitute
forward-looking information. This information is based on current
expectations that are subject to significant risks and uncertainties
that are difficult to predict. Actual results might differ materially
from results suggested in any forward-looking statements. Falcon
assumes no obligation to update the forward-looking statements, or to
update the reasons why actual results could differ from those reflected
in the forward looking-statements unless and until required by
securities laws applicable to Falcon. Additional information
identifying risks and uncertainties is contained in Falcon's filings
with the Canadian securities regulators, which filings are available at
www.sedar.com.
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