NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN
Reference is made to the stock exchange announcement from Seabird Exploration ("Seabird" or the "Company") on 24 May regarding a subsequent offering of up to 156,250,000 new shares, each with a nominal value of USD 0.001 (the "Offer Shares") at a subscription price of NOK 0.16 per Offer Share (the "Subscription Price") to be carried out by the Company (the "Subsequent Offering"). Reference is also made to the stock exchange announcement dated 5 July 2018 regarding the approval of the prospectus (the "Prospectus") for the Subsequent Offering.
The subscription period for the Subsequent Offering commences today, 1 August 2018 and expires at 12:00 CET on 15 August 2018 (the "Subscription Period").
The shareholders of the Company as of 24 May 2018 (and being registered as such in the Norwegian Central Security Depository (VPS) on 28 May 2018 (the "Record Date")), and who were not allocated shares in the private placement announced by the Company on 24 May 2018 and who are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any filing, registration or similar action (the "Eligible Shareholders"), will be granted non-transferable subscription rights (the "Subscription Rights") that, subject to applicable law, provide preferential rights to subscribe for, and be allocated, Offer Shares at the Subscription Price.
Each Eligible Shareholder will, subject to applicable securities laws, be granted 0.3 Subscription Rights for every existing share registered as held by such Eligible Shareholder as of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for, and be allocated, one Offer Share in the Subsequent Offering. Over-subscription is permitted, however, subscription without Subscription Rights is not permitted.
In order to subscribe for shares, one of the Managers (defined below) must receive a complete and duly signed subscription form within the end of the Subscription Period. Further instructions regarding the subscription procedure is available in the Prospectus. The Prospectus including the subscription form is available at the Managers' websites: www.abgsc.no and www.sb1markets.no. Printed copies of the prospectus may also be obtained by contacting the Managers.
Subscription Rights not used to subscribe for Offer Shares prior to 12:00 CET on 15 August 2018 will lapse without compensations to the holder and consequently be of no value.
For further details on the terms of the Subsequent Offering, please see the Prospectus.
ABG Sundal Collier ASA and SpareBank 1 Markets AS are acting as Managers for the Subsequent Offering. Advokatfirmaet Schjødt AS acts as Norwegian legal counsel to the Company.
In accordance with the stock exchange notice dated 11 July 2018, Seabird also carried out a second private placement on 11 July 2018 at NOK 0.19 per shares conditional upon successful acquisition of the vessel Geowave Voyager. If the acquisition is completed, this second private placement will raise NOK 120 million and lead to another subsequent offering for non-participating shareholders as of 11 July 2018. Seabird will revert with further information in due course.
For further information, please contact:
Hans Petter Klohs
CEO SeaBird Exploration
Phone: +47 22 40 27 18
CFO SeaBird Exploration
Phone: +47 22 40 27 17
This information is published in accordance with the requirements of the Continuing Obligations. This information is subject of the disclosure requirements pursuant to section 5 - 12 of the Norwegian Securities Trading Act.