2012-11-07 20:55:18 -
CALGARY, ALBERTA -- (Marketwire) -- 11/07/12 -- Solara Exploration Ltd. (TSX VENTURE:SAA.A) ("Solara") and Verity Energy Ltd. ("Verity") advise that they have entered into an amendment to their Agency Agreement with a syndicate of agents lead by Burgeonvest Bick Securities Limited along with Octagon Capital Corp. and Global Securities Corp. Solara and Verity have agreed with the syndicate to amend their previously announced Private Placement by adding $3 million of Flow- Through Subscription Receipts. The amendment provides for the issuance of up to 8,472,183 Flow-Through Subscription Receipts at $0.3541 per Receipt. Each Flow-Through Subscription Receipt will be comprised of a Common Share of Verity/Corso and have Flow-Through entitlements under the Income Tax Act (Canada), whereby Verity/Corso agrees to renounce Canadian Development Expense to subscribers effective as of December 31, 2012 in accordance with the Act. The minimum subscription amount will be $5,000.
Solara and Verity continue to market the Private Placement which now includes $5 million of Units of Common Shares and Common Share Purchase Warrants, $6 million of Convertible 8.5% Debentures and $3 million of CDE Flow-Through Subscription Receipts. It is anticipated that the Private Placement will be completed on or about November 21, 2012, pending regulatory and other approvals.
Solara and Verity also advise that they are proceeding with their previously announced proposals to trade creditors. Solara and Verity plan to settle these proposals with the trade creditors in conjunction with completion of the Private Placement and Amalgamation. Completion of the Private Placement and the Amalgamation are subject to Solara and Verity entering into a new loan facility with a major lender and a number of other conditions, including but not limited to, final approval of its lender, approval by the TSX Venture Exchange and certain conditions as set out in the Amalgamation Agreement. As a result, there can be no assurance that the Amalgamation will be completed as proposed.
This news release may contain certain forward-looking statements, including management's assessment of future plans, acquisitions and operations, and capital expenditures and the timing thereof, that involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company's control. Such risks and uncertainties include, without limitation, risks associated with oil and gas exploration, development, exploitation, production, marketing and transportation, loss of markets, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other producers, inability to retain drilling rigs and other services, delays resulting from or inability to obtain required regulatory approvals and ability to access sufficient capital from internal and external sources, the impact of general economic conditions in Canada, the United States and overseas, industry conditions, changes in laws and regulations (including the adoption of new environmental laws and regulations) and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in foreign exchange or interest rates, stock market volatility and market valuations of companies with respect to announced transactions and the final valuations thereof, and obtaining required approvals of regulatory authorities. The Company's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits, including the amount of proceeds, that the Company will derive therefrom. Readers are cautioned that the foregoing list of factors is not exhaustive. All subsequent forward-looking statements, whether written or oral, attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
108,710,732 Class A Common Shares
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.
Solara Exploration Ltd.
Ross O. Drysdale
(403) 585-3737 firstname.lastname@example.org