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Private Placement & Equity Credit Facility
RNS
RNS Number : 1597U
Xcite Energy Limited
16 December 2011



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION



TSX-V, LSE-AIM: XEL







16 December 2011



Xcite Energy Limited

("Xcite Energy" or the "Company")



25.8 million Private Placement

and 60 million Equity Credit Facility Agreement



Xcite Energy is pleased to announce that it has agreed a 25.8 million private placement (the "Placing") with Socius CG II, Ltd. ("Socius"), a subsidiary of Socius Capital Group, LLC. Based in Bermuda, Socius invests in emerging growth companies in the United States, Canada, Europe and Australia.



The Company also announces that it has entered into a 60 million Equity Credit Facility with Esousa Holdings, LLC ("Esousa"), with whom Socius has been a co-investor in previous transactions. The Company has terminated its standby equity agreement with YA Global Master SPV Ltd. dated September 27, 2010.



The combination of financing made available from the Placing and the Equity Credit Facility will further strengthen the Company's balance sheet to allow it to progress Phase 1A of the development of the Bentley field.



Commenting on today's announcement Richard Smith, CEO, said:



"Against a challenging economic backdrop, we are very pleased to have further strengthened our balance sheet as we move forward with the field development plan towards first oil."



The Placing



The Placing will occur in two stages. The first stage, which closed today, provides the Company with gross proceeds of 12.9 million (C$20.7 million) through the issuance of 15,195,294 units (each, a "Unit") at a price of 0.85 per Unit. The Company and Socius have agreed to complete the second stage of the Placing, which will provide the Company with gross proceeds of approximately 12.9 million, at any time between eight to twelve weeks from today, at a price per Unit equal to the 20 day volume weighted average price of the Shares on AIM (the "20 Day VWAP") calculated two trading days prior to the closing of the second stage, subject to the private placement pricing parameters of the TSX Venture Exchange (the "TSX-V").



Each Unit comprises one ordinary share in the capital of the Company (a "Share") and one-half of one ordinary share purchase warrant (a "Warrant"). Each whole Warrant issued pursuant to the Placing is exercisable for one additional Share at 120% of the Unit price per share for three years from the date of issue. The exercise price of the Warrants issued in the first stage of the Placing is 1.02.



The Warrants are subject to a forced exercise provision, at the Company's discretion, provided that the 20 Day VWAP exceeds a 20% premium to the Warrant exercise price and the average trading volume of the Shares during such period exceeds one million shares. The Warrants are subject to a cashless exchange right, exercisable at the discretion of the holder, in the event that the 20 Day VWAP is less than the exercise price of the Warrants. In such event, the holder may exchange the Warrants for such number of Shares calculated by reference to the Black-Scholes value of the Warrants divided by the last closing price of the Shares on the AIM market of the London Stock Exchange plc ("AIM") at such time. The cashless exchange right is only exercisable by the holder during the period commencing 20 trading days and ending six months following the closing of the second stage of the Placing.



Equity Credit Facility



Under the terms of the Equity Credit Facility with Esousa, the Company may draw down funds from time to time, at its sole discretion, over a period of three years in consideration for the issuance of new ordinary shares in the capital of the Company. All shares issued by Xcite Energy will be at a price based on existing market conditions at the time of each drawdown, subject to the private placement pricing parameters of the TSX-V.

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poor old investors been mugged again i see ...... nearly bought in this morning; so glad i didn't!

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The directors do not seem to me to give this a chance, starts to rise then crash.

Down 8%

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As I put in post 2368 "Over recent days we have received a number of messages from our shareholders expressing concern ........" I suspect they are going to get a few more now!

They do not learn, do they give a toss about investors?

So how else were they going to raise funds to develop Bentley without either a credit facility, a placing or a combination of both?

Fine raising funds, should not be on a 1. This share has crashed 75% now from its peak of 4 odd at the start of 2011. A lot of the drop due to confused and late information from the company. This is going to take some doing to get any where near 2.50 if it is not taken over before hand.

Perhaps it was vastly over priced at 4?

I do not think it was (my view) Or perhaps now its vastly under priced. The times we are in have driven most shares down and of course the board of directors have
played a major part in not helping.

It's just that this is probably the worst market in a lifetime !...

Off another 10% today..

who said buy under 50p..?

Big drop it was, perhaps its looking like DECC approval will NOT be given ?

If that were so I think everyone can buy under 50p ;)

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Proselenes, why do you think the DECC approval will not be given ?

dream, it should be given, one would hope, but it could also be denied if they think the plans are not viable and need altering.

Lets not forget the original plan was production, but this appears to have been not granted and so its been changed to an extended well test (EWT) to prove that it is commercially viable.

DECC have received XEL's latest changed plans, but again its not a dead cert they will be approved as is and they may require further changes, as they already have been to make the next step an EWT.

If that does happen the board of directors had better get some paint and start painting the rig before it goes rusty.Would of been good to see DECC pass this before
the christmas hols.