NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE
OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA,
CANADA, JAPAN OR THE UNITED STATES
Stavanger, 1 February 2017
Badger Explorer ASA (the "Company") has retained ABG
Sundal Collier ASA (the "Manager") to advise on and
effect an undocumented private placement of NOK 250-
300 million in new shares in the Company directed
towards existing shareholders and potential new
Norwegian and international investors (the "Private
Placement"). The subscription price in the Private
Placement has been set to NOK 0.50 per share.
The net proceeds from the Private Placement will be
used for further development of the Badger tool and
pursue opportunities which can accelerate the
commercialization of the Company's patents and
knowhow. The Company is further of the opinion that
the current state of the oil services industry opens
up for several interesting investment opportunities.
The aim of the Company is to capitalize on the current
situation and selectively pursue potential
opportunities that arise.
The minimum amount in the Private Placement is i)
partly underwritten by several of the Company's
largest shareholders; including Apollo Asset Limited,
Tycoon Industrier A/S, Tigerstaden AS, Silvercoin
Industries AS and Middelborg Invest AS (the "Large
Existing Shareholders"), as well as Spencer Trading
Inc., owned by Arne Blystad, as a new long term
investor, and ii) partly pre-subscribed by other
existing and new institutional investors.
In connection with the Private Placement, the Large
Existing Shareholders have entered into lock-up
agreements on their shareholdings after the Private
Placement lasting until 1 August 2017. The Chairman of
the Board of the Company, Marcus Hansson, will
subscribe for NOK 500,000 in the Private Placement and
has entered into an identical lock-up agreement. The
Large Existing Shareholders have furthermore entered
into an undertaking to vote in favor of necessary
corporate resolutions to complete the Private
Placement and a Subsequent Offering (as defined below)
at an Extraordinary General Meeting scheduled for on
or about 23 February (the "EGM") to be called for
shortly after the completion of the Private Placement.
The application period for the Private Placement will
commence today, 1 February 2017 at 16:30 CET and close
tomorrow, 2 February 2017 at 08:00 CET. The Company
may at its own discretion extend or shorten the
application period at any time and for any reason. The
minimum order in the Private Placement has been set to
the number of shares that equals an aggregate purchase
price of the NOK equivalent of EUR 100,000. The
Company may, at its sole discretion, allocate an
amount below EUR 100,000 to the extent applicable
exemptions from the prospectus requirement pursuant to
the Norwegian Securities Trading Act and ancillary
regulations are available.
The allocation of New Shares in the Private Placement
will be made at the discretion of the Company's Board
of Directors in consultation with the Manager. The
completion of the Private Placement is subject to the
approval by the EGM.
As a consequence of the private placement structure,
the shareholders' preferential rights will be deviated
from. The reason for the deviation is that the Company
is able to raise capital in a timely and cost
efficient manner that may be used for investments
within the Company's investment strategy.
Subject to completion of the Private Placement, the
Board of Directors intends to propose to the EGM to
carry out a subsequent offering of new shares
(the "Subsequent Offering"). The Subsequent Offering
will be directed towards shareholders in the Company
as of close of trading today, 1 February 2017, as
registered in the VPS on 3 February 2017 (the "Record
Date") who were not allocated shares in the Private
Placement, and who are not resident in a jurisdiction
where such offering would be unlawful, or would (in a
jurisdiction other than Norway) require any prospectus
filing, registration or similar action ("Eligible
Shareholders"). Eligible Shareholders will receive non-
transferable subscription rights based on their
shareholding as of the Record Date. The subscription
rights will give Eligible Shareholders a preferential
right to subscribe for and be allocated shares in the
Subsequent Offering. The subscription price in the
Subsequent Offering will be equal to the subscription
price in the Private Placement.
For further information, please contact:
Gunnar Dolven, CFO, cell phone +47 908 53 168
Marcus Hansson, COB, cell phone +44 782 4460 691
www.bxpl.com
Important information:
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.
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