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Enter Symbol
or Name
USA
CA



Wellstar Energy Corp (3)
Symbol WSE
Shares Issued 16,137,768
Close 2015-04-30 C$ 0.105
Market Cap C$ 1,694,466
Recent Sedar Documents

ORIGINAL: Wellstar arranges debt, equity private placements

2015-05-01 16:13 ET - News Release

Received by email:

File: WSE-News Release 15-10 The Unit, FT Unit and CD Offering.pdf

                                                                                      TSX-V: WSE
                                                     Suite 540, 734 � 7th Ave S.W.,
                                                                                      Phone : 403.261.7949
                                                     Calgary, Alberta, Canada
                                                                                      Fax :   403.261.9698
                                                     T2P 3P8
                                                                                      www.wellstarenergy.com




                                        NEWS RELEASE 15-10

                           WellStar Announces Proposed Private Placement

Calgary, Alberta, May 1, 2015 - WELLSTAR ENERGY CORP. (TSX-V: WSE) (the "Company")
announces that it intends to complete a non-brokered private placement in the aggregate amount up to
$500,000 consisting of 9% convertible debenture units of the Company (the "CD Units") in the aggregate
principal amount of up to $500,000 (the "CD Unit Offering") and a concurrent placement of up to 6,250,000
equity units (the "Units") at a price of $0.08 per Unit (the "Unit Offering"), and up to 5,000,000 Flow
Through Units (the "FT Units") at a price of $0.10 per FT Unit (the "FT Unit Offering") for gross proceeds
of up to $500,000 (the "Unit Offering") and the FT Unit Offering together with the CD Offering the
"Offering").

Each CD Unit will consist of $1,000 in principal amount of 9.0% convertible debentures (the
"Debentures") maturing in three years, and that number of common share purchase warrants (the "CD
Unit 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 $0.10, or the "Market
Price" of the Company's common shares as defined under the policies of the TSX Venture Exchange (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 24 months from
the date of issuance at an exercise price of $0.12 per common share.

Each Unit will consist of one common share (a "Unit Share") and one half of one common share purchase
warrant (a "Unit Warrant"). Each whole Unit Warrant will entitle the holder thereof to purchase one
common share at an exercise price of $0.10 for a period of 24 months following the closing of the Unit
Offering.

Each FT Unit will consist of one common share (a "FT Unit Share") and one half of one common share
purchase warrant (a "FT Unit Warrant"). Each whole FT Unit Warrant will entitle the holder thereof to
purchase one common share at an exercise price of $0.12 for a period of 24 months following the closing
of the FT Unit Offering.

A Finder's fee of 8% may be payable in cash and warrants in accordance with the policies of the TSXV.
Insiders may participate in the private placement for more than 25% of the Offering. All securities issued
in connection with the private placement are subject to a 4-month hold period from the date of issue under
National Instrument 45-102 and the policies of the TSXV. Completion of the Offering is subject to receipt
of all regulatory approvals, including the approval of the TSXV. Net proceeds from the Offering will be
applied towards the payment of current liabilities, exploration and development of the Company's oil and
gas properties and for general working capital purposes.
 None of the securities issued in connection with the Offering will be registered under the U.S. Securities
Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful.

For further information please contact Andrew H. Rees at (403) 919-7900.

ON BEHALF OF THE BOARD

(signed) "Andrew H. Rees"

Andrew H. Rees
President and Chief Executive Officer

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.

Except for historical information contained herein, this news release contains forward-looking statements that
involve risks and uncertainties. Actual results may differ materially. Except as required pursuant to applicable
securities laws, the Company will not update these forward-looking statements to reflect events or circumstances
after the date hereof. More detailed information about potential factors that could affect financial results is includ
--->ed
in the documents filed from time to time with the Canadian securities regulatory authorities by the Company. Readers
are cautioned not to place undue reliance on forward looking statements.
 

File: WSE-News Release 15-10 The Unit, FT Unit and CD Offering.docx

Suite 540, 734 - 7th Ave S.W., Calgary, Alberta, Canada 
T2P 3P8
 TSX-V:   WSE   
Phone :    403.261.7949
Fax :        403.261.9698
www.wellstarenergy.com
 
  

NEWS RELEASE 15-10

 WellStar Announces Proposed Private Placement 
Calgary, Alberta, May 1, 2015 - WELLSTAR ENERGY CORP. (TSX-V: WSE) (the "Company") announces that it intends to comple
--->te a non-brokered private placement in the aggregate amount up to $500,000 consisting of 9% convertible debenture unit
--->s of the Company (the "CD Units") in the aggregate principal amount of up to $500,000 (the "CD Unit Offering") and a c
--->oncurrent placement of up to 6,250,000 equity units (the "Units") at a price of $0.08 per Unit (the "Unit Offering"), 
--->and up to 5,000,000 Flow Through Units (the "FT Units") at a price of $0.10 per FT Unit (the "FT Unit Offering") for g
--->ross proceeds of up to $500,000 (the "Unit Offering") and the FT Unit Offering together with the CD Offering  the "Off
--->ering").

Each CD Unit will consist of $1,000 in principal amount of 9.0% convertible debentures (the "Debentures") maturing in 
--->three years, and that number of common share purchase warrants (the "CD Unit Warrants") equal to one-half of the share
--->s issuable upon conversion of $1,000 in principal amount of Debentures. The principal and any accrued and unpaid inter
--->est under the Debentures will be unsecured and will be convertible at the holder's option into fully-paid non-assessab
--->le common shares of the Company at: (a) with respect to principal, a conversion price equal to the greater of $0.10, o
--->r the "Market Price" of the Company's common shares as defined under the policies of the  TSX Venture Exchange (the "T
--->SX-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 24 months from the date of issuance at an
---> exercise price of $0.12 per common share. 

Each Unit will consist of one common share (a "Unit Share") and one half of one common share purchase warrant (a "Unit
---> Warrant"). Each whole Unit Warrant will entitle the holder thereof to purchase one common share at an exercise price 
--->of $0.10 for a period of 24 months following the closing of the Unit Offering. 

Each FT Unit will consist of one common share (a "FT Unit Share") and one half of one common share purchase warrant (a
---> "FT Unit Warrant"). Each whole FT Unit Warrant will entitle the holder thereof to purchase one common share at an exe
--->rcise price of $0.12 for a period of 24 months following the closing of the FT Unit Offering. 

A Finder's fee of 8% may be payable in cash and warrants in accordance with the policies of the TSXV. Insiders may par
--->ticipate in the private placement for more than 25% of the Offering.  All securities issued in connection with the pri
--->vate placement are subject to a 4-month hold period from the date of issue under National Instrument 45-102 and the po
--->licies of the TSXV. Completion of the Offering is subject to receipt of all regulatory approvals, including the approv
--->al of the TSXV. Net proceeds from the Offering will be applied towards the payment of current liabilities, exploration
---> and development of the Company's oil and gas properties and for general working capital purposes. 

None of the securities issued in connection with the Offering will be registered under the U.S. Securities Act of 1933
--->, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from 
--->the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offe
--->r to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale w
--->ould be unlawful.

For further information please contact Andrew H. Rees at (403) 919-7900.

ON BEHALF OF THE BOARD

(signed) "Andrew H. Rees"

Andrew H. Rees
President and Chief Executive Officer

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.

Except for historical information contained herein, this news release contains forward-looking statements that involve
---> risks and uncertainties. Actual results may differ materially. Except as required pursuant to applicable securities l
--->aws, the Company will not update these forward-looking statements to reflect events or circumstances after the date he
--->reof. More detailed information about potential factors that could affect financial results is included in the documen
--->ts filed from time to time with the Canadian securities regulatory authorities by the Company. Readers are cautioned n
--->ot to place undue reliance on forward looking statements.




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