CALGARY, Alberta, April 16, 2026 (GLOBE NEWSWIRE) -- Coelacanth Energy Inc. (the "Company" or "Coelacanth") (TSX-V: CEI) is pleased to announce that it has entered into an agreement with a syndicate of underwriters (the "Agreement"), co-led by Haywood Securities Inc. and Roth Canada, Inc. (the "Co-Lead Underwriters"), as joint bookrunners (such syndicate of underwriters, together with the Co-Lead Underwriters, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a "bought deal" basis, 73,170,732 common shares in the Capital of the Company ("Shares") at a price of C$0.82 per Share (the "Offering Price") for gross proceeds to the Company of approximately C$60 million (the "Offering").
In addition, the Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional number of Shares equal to 15% of the Shares sold pursuant to the Offering to cover over-allotments, if any, and for market stabilization purposes, at the Offering Price (the "Over-Allotment Option"), exercisable in whole or in part, by the Underwriters, at any time, and from time to time, up to 30 days from the closing of the Underwritten Offering, which, if exercised in full, would result in additional gross proceeds to the Company of approximately C$9.0 million.
The Offering is to be effected on a "bought deal" basis in each of the provinces of Canada (other than Quebec) (the "Qualifying Jurisdictions") pursuant to a short form prospectus to be filed in each of the Qualifying Jurisdictions and by way of private placement to eligible purchasers resident in jurisdictions other than Canada that are mutually agreed to by the Company and the Co-Lead Underwriters, provided that no prospectus filing or comparable obligation arises and the Company does not thereafter become subject to continuous disclosure obligations in such jurisdictions.
The Company intends to use the net proceeds from the Offering (including any net proceeds received in connection with the exercise of the Over-Allotment Option) for exploration and development of its projects in the Montney and Two River areas in British Columbia and for working capital and general corporate purposes.
The Offering is anticipated to close on or about May 6, 2026 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSX Venture Exchange and applicable securities regulatory authorities.
The Company has agreed to pay to the Underwriters a cash commission equal to 5.0% of the gross proceeds of the Offering.
The Shares have not been, and will not be, registered under the U.S. Securities Act and may not be offered or sold in the United States or to, for the account or benefit of, "U.S. persons" (as those terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Shares may be offered and sold in the United States to "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act) and to ‘accredited investors (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act), in each case by way of private placement pursuant to an exemption from the registration requirements of the U.S. Securities Act and pursuant to any applicable securities laws of any state of the United States. Any Shares offered and sold in the United States shall be issued as "restricted securities" (as defined in Rule 144(a)(3) under the U.S. Securities Act).
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 in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Forward-Looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "scheduled", "expect", "anticipate", "continue", "estimate", "may", "will", "should", "believe", "intends", "forecast", "plans", "guidance" and similar expressions are intended to identify forward-looking statements or information.
More particularly and without limitation, this document contains forward-looking statements and information relating to the anticipated timing of the closing of the Offering and the anticipated use of proceeds from the Offering. The forward-looking statements and information are ...
