21:48:47 EDT Mon 14 Jul 2025
Enter Symbol
or Name
USA
CA



Southern Energy Corp (2)
Symbol SOU
Shares Issued 167,242,824
Close 2025-04-08 C$ 0.065
Market Cap C$ 10,870,784
Recent Sedar Documents

Southern Energy closes $7.2-million financing

2025-04-08 19:32 ET - News Release

Mr. Ian Atkinson reports

SOUTHERN ENERGY ANNOUNCES COMPLETION OF EQUITY FINANCINGS TO RAMP UP LIQUIDS-RICH GAS PRODUCTION IN A PREMIUM-PRICED U.S. NATURAL GAS MARKET

Southern Energy Corp. has closed its previously announced equity financing for aggregate gross proceeds of $5.0-million (U.S.) (approximately 3.9 million pounds sterling, $7.2-million) through the issuance of 102,482,673 new units at a price of seven cents or 3.8 pence per unit. The equity offering was previously announced by the company via press release on March 12, 2025, and March 25, 2025.

The fundraising comprised $3.2-million (U.S.) via a prospectus offering of 65,435,521 units and 1.4 million pounds sterling (approximately $1.8-million (U.S.)) via a placing of 37,047,152 units. Each unit consists of one new common share and one common share purchase warrant. Each warrant entitles the holder to subscribe for and purchase one common share at an exercise price of price of nine cents per common share (in the case of the prospectus offering) and 4.8 pence (in the case of the placing) or at any time until April 8, 2028.

The net proceeds of the fundraising alongside cash flow will be used by the company to accelerate the completion of its three drilled and uncompleted (DUC) wells, drilled as part of its Q1 2023 drilling campaign on its Gwinville acreage, as well as fully funding the drilling of two vertical Cotton Valley wells on its Mechanicsburg acreage.

Ian Atkinson, president and chief executive officer of Southern, commented:

"With this capital raise completed we are excited to reignite our growth plan picking up where we left off in the Gwinville field and bringing the first of three DUCs into production as quickly as we can get equipment into the field. As we add material new production in a much higher U.S. natural gas price environment, with the current average for the remainder of the year at greater than $4.00 (U.S.)/MMbtu (million British thermal unit) (equivalent to $5.65/MMbtu), we expect shareholders will benefit significantly in the near term.

"With anticipated IRRs of over 80 per cent for our Gwinville DUCs, the allocation of our capital here is expected to be highly accretive to shareholders and allow us to boost production at a resurgent time for the United States natural gas market. Longer term, we have identified over 100 additional horizontal locations at Gwinville, which gives Southern the running room for further growth alongside many other exciting higher liquids weighting hydrocarbon targets in the company's portfolio. I'd like to welcome our new shareholders to the register and thank current shareholders for their support as we enter a period of positive momentum for Southern's compelling growth story."

prospectus offering and placing

Research Capital Corp. acted as sole agent and sole bookrunner in connection with the prospectus offering. Tennyson Securities, a trading name of Shard Capital Partners LLP and Hannam & Partners, a trading name of H&P Advisory Ltd. acted as joint bookrunners (the U.K. joint bookrunners) in connection with the placing.

In connection with the prospectus offering, the company filed an amended and restated prospectus supplement dated March 26, 2025, amending and restating the prospectus supplement dated March 14, 2025, to the company's short form base shelf prospectus dated Nov. 28, 2024, with the securities regulatory authorities in each of the provinces of Canada. Copies of the supplement, the shelf prospectus and the documents incorporated by reference therein are available electronically on SEDAR+.

Certain directors and officers of the company, constituting persons discharging managerial responsibilities (PDMRs) of the company for the purposes of the market abuse regulation (Regulation 596/2014/EU) as it forms part of United Kingdom domestic law pursuant to the European Union (Withdrawal) Act 2018, participated in the prospectus offering, acquiring an aggregate of 2,218,500 units for gross proceeds of $100,000 (U.S.). Participation by the directors and officers in the prospectus offering was considered a related party transaction pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). The company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the insiders' participation in the prospectus offering in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101 in that the fair market value (as determined under MI 61-101) of the consideration for securities of the company to be issued to related parties does not exceed 25 per cent of the company's market capitalization (as determined under MI 61-101). The FCA notifications relating to the participation by PDMRs, made in accordance with the requirements of the UK MAR, are appended below.

The company has granted the Canadian bookrunner an option, exercisable in whole or in part, at the sole discretion of the Canadian bookrunner, at any time, from time to time, for a period of 30 days from and including the closing of the prospectus offering, to purchase from the company up to an additional 15 per cent of the units sold under the prospectus offering, and/or the components thereof, on the same terms and conditions of the prospectus offering to cover overallotments, if any, and for market stabilization purposes.

In connection with the prospectus offering, the Canadian bookrunner was paid a cash commission of $200,000, which was equal to 6 per cent of the gross proceeds of the prospectus offering (reduced to 2 per cent in respect of subscribers on the company's president's list) and was issued 3,030,693 non-transferrable compensation warrants entitling the Canadian bookrunner to purchase up to 3,030,693 common shares, such number of compensation warrants being equal to 6 per cent of the number of units sold pursuant to the prospectus offering (reduced to 2 per cent in respect of subscribers on the company's president's list). The compensation warrants have an exercise price of seven cents per common share and are exercisable at any time until April 8, 2028. In connection with the placing, the U.K. joint bookrunners were paid a cash commission of 100,000 pounds sterling, which was equal to 6 per cent of the gross proceeds of the placing and were issued 1,902,111 compensation warrants, which was equal to 6 per cent of the number of units sold pursuant to the placing.

The company has entered into a third supplemental indenture to the indenture governing the outstanding convertible unsecured subordinated debentures which provides for the previously announced debenture amendment, pursuant to which an amount equal to $3.1-million (U.S.), representing 102.5 per cent of the principal amount outstanding under the debentures, will convert into units at a price of seven cents per unit and such units will be subject to customary lockup provisions. In addition, new common shares will be issued for all accrued and unpaid interest as of the conversion date at seven cents per new common share. Accordingly, 64,269,032 new common shares and 62,759,286 warrants will be issued pursuant to the conversion of the debentures in accordance with the debenture amendment.

admission and total voting rights

Application has been made to the London Stock Exchange for the 166,751,705 new common shares to be issued pursuant to the fundraising and debenture conversion to be admitted to trading on AIM (Alternative Investment Market) and to the TSX Venture Exchange. It is expected that admission will become effective, and that dealings in such new common shares will commence on AIM at 8 a.m. (BST) on or around April 9, 2025. The new common shares shall be credited as fully paid and rank pari passu in all respects with the existing common shares.

Following admission, the total number of common shares in the company in issue will be 336,137,529. The company does not hold any common shares in treasury, therefore this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the company under the FCA's Disclosure Guidance and Transparency Rules.

Defined terms used in this announcement have the same meaning given to them as defined in the company's announcements released on March 25, 2025, and April 2, 2025, unless otherwise defined herein.

About Southern Energy Corp.

Southern Energy is a natural gas exploration and production company. Southern has a primary focus on acquiring and developing conventional natural gas and light oil resources in the southeast Gulf States of Mississippi, Louisiana and East Texas. The company's management team has a long and successful history working together and have created significant shareholder value through accretive acquisitions, optimization of existing oil and natural gas fields, and the utilization of redevelopment strategies utilizing horizontal drilling and multistaged fracture completion techniques.

We seek Safe Harbor.

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