/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
CALGARY, March 21 /CNW/ - IROC Energy Services Corp. ("IROC" or the "Corporation") (TSX Venture: ISC) is pleased to announce that it has entered into an agreement with Acumen Capital Finance Partners Limited and AltaCorp Capital Inc. (the "Underwriters") pursuant to which the Underwriters have agreed to purchase, on a bought deal basis 3,465,531 Common Shares from the Corporation at a purchase price of $1.40 per Common Share, for aggregate gross proceeds of approximately $4,851,743 to the Corporation. The underwriters will also have an option, exercisable for a period of 30 days following the closing date, to purchase from treasury up to an additional 519,830 Common Shares on the same terms and conditions for purposes of covering the Underwriters' over-allotment position.
In addition to the treasury offering of 3,465,531 Common Shares, the Underwriters have agreed to purchase, on a bought deal basis, from Key Energy Services, Inc. (the "Selling Shareholder"), 8,734,469 Common Shares in the capital of the Corporation at a purchase price of $1.40 per Common Share, for aggregate gross proceeds to the Selling Shareholder of approximately $12.2 million. IROC will not receive any proceeds from the Common Shares sold pursuant to the secondary offering. The Selling Shareholder currently holds 8,734,469 Common Shares of the Corporation, representing approximately 20% of IROC (on an undiluted basis). Following the completion of the secondary offering, the Selling Shareholder will hold no Common Shares of the Corporation.
The Corporation intends to initially use the net proceeds of the treasury offering to reduce outstanding bank debt under the Corporation's bank facilities and will then re-draw such amount as necessary to fund general corporate purposes, including capital expenditures. Pursuant to the Offering, the Common Shares will be offered in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Quebec by way of a short form prospectus and in the U.S. on a private placement basis pursuant to exemptions from registration requirements. Closing of the Offering is expected to occur on or about April 11, 2011 and is subject to certain customary conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.
The Common Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and, may not be offered, sold or delivered, directly or indirectly, in the United States or to or for the account or benefit of any U.S. person unless the securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. The information in this news 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 referred to herein in any jurisdiction in which such offer, solicitation or sale would require preparation of any prospectus or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
About IROC Energy Services Corp.
IROC Energy Services Corp. is an Alberta oilfield services company that, through the IROC Energy Services Partnership, provides a diverse range of products, services and equipment to the oil and gas industry that are among the newest and most innovative in the Western Canadian Sedimentary Basin and international markets. IROC combines cutting-edge technology with depth of experience to deliver a product and services offering in the following core areas: Well Servicing & Equipment, Downhole Temperature & Pressure Monitoring Tools, Rental Services and Coiled Tubing Services. For more information on IROC Energy Services Corp. visit our website at www.iroccorp.com.
Cautionary Statement Regarding Forward Looking Information and Statements
Except for the statements of historical fact contained herein, certain information presented herein constitutes "forward-looking statements". More particularly, this news release contains statements concerning the anticipated date for the closing of the offering and the use of proceeds of the offering. The forward-looking statements contained in this document, including expectations and assumptions concerning the obtaining of the necessary regulatory approvals, the satisfaction of applicable conditions to the closing of the offering, and assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are uncertain and subject to risks. Forward-looking statements include but are not limited to uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers are cautioned that the assumption used in the preparation of the forward-looking statements, although considered reasonable at the time of preparation may prove to be imprecise and, as such undue reliance should not be placed on forward-looking statements.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Company disclaim any intention and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.
Other
This press release is not for dissemination in United States or to any United States news services. The Common Shares of IROC have not and will not be registered on the United States Securities Act of 1933, as amended (the "United States Securities Act") or any state securities laws and are not offered or sold in the United States or to any US person except in certain transactions exempt from the registration requirements of the United States Securities Act and applicable state securities laws.
The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S state securities laws, and may not be offered or sold in the Unites States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Neither 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.
For further information: IROC Energy Services Corp., Mr. Thomas M. Alford, President and CEO, Telephone: (403) 263-1110, email: investorrelations@iroccorp.com