WellStar Energy Announces Graduation from NEX to TSX Venture Exchange Tier 2, Closing of Private Placement and Shares for Debt Settlement and Changes to the Board of Directors


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TSX.V:WSE.H
06/18/2014 [ACCESSWIRE]

Vancouver, BC / ACCESSWIRE / June 18, 2014 / WELLSTAR ENERGY CORP. (TSX-V: WSE.H) ("WellStar", or the "Company") is pleased to announce that further to its press release of April 17, 2014, the TSX Venture Exchange (the "TSXV") has granted final approval regarding the NEX reactivation and concurrent application for graduation to Tier 2 of the TSXV (the "Reactivation"). Effective Thursday, June 19 trading in the Company's common shares will take place on the TSXV under the trading symbol "WSE".

The Company's application for reactivation and graduation was based on its acquisition of non-operated oil and gas assets located in North Dakota and Montana. Please see the Company's press release dated January 16, 2014 for a full description of the assets and the acquisition.

In connection with the Reactivation, the Company announces that it has completed a non-brokered private placement in the aggregate amount of $1,062,060 consisting of 9% convertible debenture units of the Company (the "CD Units") in the aggregate principal amount of $591,000 (the "CD Unit Offering") and a concurrent placement of 3,140,400 equity units (the "Units") at a price of $0.15 per Unit, for gross proceeds of $471,060 (the "Unit Offering", and together with the CD Offering, the "Offering").

Each CD Unit consists of $1,000 in principal amount of 9.0% convertible debentures (the "Debentures") maturing on June 18, 2019, and that number of common share purchase warrants (the "CD Unit Warrants") equal to one-half of the shares issuable upon conversion of $1,000 in principal amount of Debentures. The principal and any accrued and unpaid interest under the Debentures will be convertible at the holder's option into fully-paid non-assessable common shares of the Company at: (a) with respect to principal, a conversion price equal to the greater of $0.18, or the "Market Price" of the Company's common shares as defined under the policies of the TSXV; and (b) with respect to accrued and unpaid interest at the Market Price of the Company's common shares at the time of settlement. Each CD Unit Warrant will be exercisable until June 18, 2018 at an exercise price of $0.25 per common share.

Each Unit consists of one common share (a "Unit Share") and one half of one common share purchase warrant (a "Unit Warrant"). Each whole Unit Warrant entitles the holder thereof to purchase one common share at an exercise price of $0.25 until June 18, 2016.

In connection with the Offering, the Company paid four eligible arm's-length finders a cash placement fee of 9% of the gross proceeds of the Offering as well as common share purchase warrants equivalent to 9% of the gross proceeds made by purchasers introduced by such finder. In total, the Company paid $51,435.80 in cash and issued 62,802 non-transferable finder's warrants (with the same terms as the Unit Warrants) to eligible finders.

The Debentures and CD Unit Warrants comprising the CD Units, the Unit Shares and Unit Warrants comprising the Units, the finders' warrants, and any underlying common shares, are subject to a hold period expiring October 19, 2014 pursuant to National Instrument 45-102 and the policies of the TSXV.

Net proceeds from the Offering will be applied towards payment of current liabilities, exploration and development of the Company's oil and gas properties and for general working capital purposes.

In addition, the Company announces that it has closed its previously announced shares for debt transaction to settle a total of $249,121.73 of the Company's debt (the "Debt") with certain non-arm's length and arm's length parties (the "Shares for Debt Settlement"). The Debt payable to three arm's length parties was an aggregate of $137,465.62 and the Company settled the same by issuing to such parties 916,437 common shares at a deemed price of $0.15 per common share. The Debt payable to one Insider (as such term is defined under the policies of the TSXV) was an aggregate of $111,656.11 and the Company settled the same by issuing to such party 744,374 common shares at a deemed price of $0.15 per common share.

All securities issued in connection with the Shares for Debt Settlement will be subject to a statutory four month hold period in accordance with applicable securities legislation that expires on October 19, 2014.

Following completion of the Reactivation, the directors of the Company will be Andrew Rees, Minaz Dhanani, Gerald Henderson, Arthur (Sandy) Riese, and Anthony Milewski Jr. Mr. Rees will continue to serve as President and Chief Executive Officer and Minaz Dhanani will continue to serve as Chief Financial Officer. The following are brief descriptions of the directors appointed upon completion of the Reactivation:

Gerald Henderson, Director - Mr. Henderson has over 40 years experience in the oil and gas industry as owner, CEO, Chairman, operator, reservoir engineer and acquisition consultant. He was a founder, CEO and Chairman of The Maple Companies (Maple Gas) that owned and operated over 1,500 producing wells, 12 natural gas processing plants and several thousand miles of interstate pipelines/gathering systems. Prior to this, he formed a wholly-owned engineering and operating company, Henderson & Co., Inc., with over 30 engineers. This firm was bought by Barfield oil and subsequently merged with Evergreen Resources. He has been active in the oil & gas industry M & A business and has participated as principal in many asset acquisitions and divestitures.

Mr. Henderson has a B.S. and M.S. in Petroleum Engineering from the Missouri School of Mines (Missouri S&T) and was a Registered Professional Engineer (Texas).

Arthur "Sandy" Riese, Director - Dr. Arthur Riese is currently President & CEO of EnSci, Inc., an environmental consulting, and litigation support firm. Dr. Riese was previously co-founder and Managing Partner of Grey Goose Resources LLC, a privately held oil and gas exploration and production company, specializing in syndicating projects for accredited investors. Dr. Riese previously served as President of Harding Lawson Associates, Inc. (HLA), a $160 million publicly traded company (NASDAQ:HLAG) providing planning, environmental, transportation, water-wastewater engineering, and construction services to governmental and private sector clients worldwide. Prior to joining HLA, Dr. Riese was Manager of Technology Planning and Transfer, for Atlantic Richfield Company's (ARCO) Corporate Planning Group, and held various other corporate planning, major projects management and technical positions from 1983 through 1987. Before working at ARCO, Dr. Riese worked as a Reservoir Engineer for Chevron USA, and as a Geologist and Geochemist for Gulf Research and Development Co.

Dr Riese received the Lifetime Achievement Award from the Colorado School of Mines for his contributions in the fields of chemistry and geochemistry. He is also a certified professional hydrogeologist (CHG), and a licensed professional geologist (PG). Dr. Riese has served as Visiting Faculty at the Colorado School of Mines and as Affiliate Faculty at the University of Texas at Austin. Dr. Riese received a B.S. in Geology and M.S. in Chemistry from the New Mexico Institute of Mining and Technology, a Ph.D. from the Colorado School of Mines in Geochemistry, and attended MIT's Sloan School of Management.

Anthony Milewski Jr., Director - Mr. Milewski is an experienced natural resources specialist, focused on the energy and oil & gas sectors. In addition to his executive and board experience, Mr. Milewski helped to found and finance a number of resource focused companies. Mr. Milewski is currently a Principal at Black Vulcan Resources and also sits on the board of several private and public resource companies. Mr. Milewski's oil & gas experience included projects in a broad range of jurisdictions and play types, including: North America, Africa, Russia, Kazakhstan and South East Asia. Mr. Milewski previously worked at Renaissance Capital and Skadden Arps in Moscow and Firebird Management in New York, focused on metals & mining and oil & gas.

Mr Milewski holds a B.A. in history from Brigham Young University, an M.A. in Russian studies from the University of Washington and a J.D. from the University of Washington. Anthony spent a year in Russia as a Fulbright scholar. He holds an LLM from the Russian Academy of Sciences.

In addition, the Company announces that Janis Cardiff has resigned from the board of directors. The Company wishes to thank her for her service and contributions to the Company and wishes her all the best in her future endeavours.

For further information please contact Andrew H Rees at (604) 669-6463.

ON BEHALF OF THE BOARD

(signed) "Andrew H. Rees"

Andrew H. Rees

President and Chief Executive Officer

None of the securities issued in connection with the Offering have been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press 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 in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Except as required pursuant to applicable securities laws, the Company will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by the Company. Readers are cautioned not to place undue reliance on forward looking statements.

 

SOURCE: WELLSTAR ENERGY CORP. 

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