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Thu, February 3, 2011
[ Thu, Feb 03rd 2011 ] - Market Wire
Notice of General Meeting

Drift Lake Resources Inc. Announces Second Tranche Closing of Private Placement to Raise $3,015,000


Published on 2011-02-03 14:50:33 - Market Wire
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TORONTO, ONTARIO--(Marketwire - Feb. 3, 2011) -

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Deal Structure

Drift Lake Resources Inc. ("Drift Lake") (TSX VENTURE:DLA) is pleased to announce that the second tranche of the previously announced private placement to be effected in connection with the proposed business combination between Drift Lake and Northbrook Energy, LLC (the "Northbrook Business Combination") has been completed, pursuant to which an aggregate of 6,030,000 subscription receipts ("Subscription Receipts") have been issued by a special purpose finance company ("FinanceCo") at a price of $0.50 per Subscription Receipt to raise aggregate gross proceeds of $3,015,000 (the "Financing"). Each Subscription Receipt is convertible upon the satisfaction of certain release conditions for no additional consideration into units ("FinanceCo Units"), each FinanceCo Unit consisting of one common share of FinanceCo (each, a "FinanceCoShare") and one-half of one common share purchase warrant (each whole such warrant, a "FinanceCoWarrant"), with each FinanceCo Warrant entitling the holder thereof to acquire one additional FinanceCo Share at an exercise price of $0.75 for a period of 18 months (subject to accelerated expiry in the event that the closing price of the common shares of Drift Lake (each, a "DLR Share") exceeds $1.25 for 20 consecutive trading days). As previously announced, Drift Lake has entered into an amalgamation agreement with 2270805 Ontario Inc. (a wholly-owned subsidiary of Drift Lake) ("Drift Lake Subco") and FinanceCo (the "Amalgamation Agreement") pursuant to which Drift Lake and FinanceCo have agreed to effect a business combination (the "FinanceCo Business Combination", and together with the Northbrook Business Combination, the "Business Combination") concurrently with the Northbrook Business Combination, which is structured in the form of a three-cornered amalgamation pursuant to which FinanceCo shall amalgamate with Drift Lake Subco and all of the issued and outstanding securities of FinanceCo (including all outstanding FinanceCo Shares and FinanceCo Warrants) shall be acquired by Drift Lake from the existing holders thereof in consideration of the issuance of equivalent securities of Drift Lake to each of the holders of FinanceCo Shares and FinanceCo Warrants.

At the closing of the Financing, the gross proceeds raised (the "Escrowed Funds") were deposited with Olympia Transfer Services Inc. to be held in escrow pending the satisfaction of certain release conditions relating to the Business Combination, including the receipt of the requisite approval of the Business Combination by shareholders of Drift Lake, and the conditional approval of Business Combination by the TSX Venture Exchange. All securities issued in connection with the Financing are subject to a statutory hold period expiring June 4, 2011.

The Financing was completed on a brokered basis by co-lead agents Jones Gable & Company Limited and PowerOne Capital Markets Limited, with a syndicate that included Clarus Securities Inc., Salman Partners Inc. and Primary Capital Inc. (collectively, the "Agents"). Upon closing of the Financing, an aggregate of 346,725 broker warrants (the "Broker Warrants") were issued to the Agents as partial consideration for their services, each such Broker Warrant entitling the holder thereof to acquire one DLR Share at an exercise price of $0.50 until the date which is 18 months following the release of the Escrowed Funds. In addition, aggregate fees in the amount of $211,050 will be paid to the Agents and certain other advisors assisting in the Financing, upon release of the Escrowed Funds.

Completion of the Business Combination is subject to a number of conditions, including the approval of the TSX Venture Exchange and the requisite majority approval of shareholders of each of Northbrook Energy, LLC ("Northbrook"), FinanceCo and Drift Lake. The Business Combination cannot close until the approval of shareholders of each of Drift Lake, FinanceCo and Northbrook and all required regulatory approvals are obtained. There can be no assurance that the Business Combination will be completed as proposed or at all. Investors are cautioned that, except as disclosed in any management information circular or filing statement to be prepared in connection with the Business Combination, any information released or received with respect to the proposed Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of Drift Lake should be considered highly speculative. The TSX Venture Exchange has in no way passed upon the merits of the proposed Business Combination and has neither approved nor disapproved the contents of this press release.

Forward-Looking Statements

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Drift Lake, FinanceCo and Northbrook, including, but not limited to, the impact of general economic conditions, inherent risks involved in the exploration for and development of crude oil and natural gas properties, the uncertainties involved in interpreting drilling results and other geological and geophysical data, fluctuating energy prices, the possibility of cost overruns or unanticipated costs or delays and other uncertainties associated with the oil and gas industry, and dependence upon regulatory and shareholder approvals. Readers are cautioned that the assumptions used in the preparation of such information, 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.


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.

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