BADGER EXPLORER ASA – PRIVATE PLACEMENT COMPLETED
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Reference is made to the stock exchange release from Badger Explorer ASA (the "Company") published yesterday, 5th December 2016 regarding the contemplated private placement of shares in the Company.
The Company announces today that it has raised NOK 45 million in gross proceeds through a private placement consisting of 360 million new shares (the "Private Placement") with a subscription price of NOK 0.125.
ABG Sundal Collier ASA acted as manager (the "Manager") in the Private Placement.
The new shares allocated in the Private Placement will be issued subject to approval by an Extraordinary General Meeting to be held on or about 9th January 2017 (the "EGM").
Notification of conditional allotment and payment instructions in the Private Placement will be sent to the applicants today by the Manager. The payment date for the Private Placement is expected to be on or about 12th January 2017, but not before the EGM has approved the Private Placement. Registration and delivery of the shares is expected to take place on or about 16th January 2017.
Following and subject to completion of the Private Placement, the Company will have an issued share capital of NOK 47,317,161 divided into 378,537,288 shares, each with a par value of NOK 0.125.
The following primary insiders were allocated shares in the Private Placement:
CFO Gunnar Dolven, through his wholly owned investment company Dalvin Rådgivning AS: 2,400,000 shares. Shareholding after the transaction: 2,834,872 shares.
CEO Roald Valen: 2,400,000 shares. Shareholding after the transaction: 2,400,000 shares.
Chairman of the Board of Directors Marcus Hansson and close associates: 20,000,000 shares. Shareholding after the transaction: 20,616,668 shares representing 5.45% of the shares.
Stavanger, 6th December 2016
For further information, please contact:
Gunnar Dolven, CFO, cell phone +47 908 53 168
Marcus Hansson, COB, cell phone +44 782 4460 691
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia).
This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assumes any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Manager is acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.