RAB Special Situations (fka RAB)

[Tackler]

SQZ Serica Energy raises $2.9-million privately

2004-09-17 17:15 ET - News Release

Mr. Neil Warrender reports

RAB SPECIAL SITUATIONS L.P./SERICA ENERGY CORPORATION-ANNOUNCEMENT

Each of RAB Special Situations L.P., RAB Investment Funds PLC and RAB Energy Fund have subscribed for a total of 3,625,000 special warrants of Serica Energy Corp. at a price of 80 cents per special warrant. Each special warrant is convertible, for no additional consideration, into one common share and one-half of one common share purchase warrant of the company. Each whole warrant will entitle the holder to acquire one additional share of the company at a price of $1.20 per warrant share for a period of two years from the closing.

As part of the private placement, Special Situations, the fund and the energy fund acquired 750,000 special warrants, 375,000 special warrants and 2.5 million special warrants, respectively, at a price of 80 cents per special warrant representing, in the total, approximately 10.3 per cent of the issued and outstanding common shares of the company on a partially diluted basis (assuming exercise of their special warrants and warrants). Each subscriber has ownership of and control over the securities purchased in the private placement.

Immediately after the private placement, the subscribers owned, in total, approximately 10.3 per cent of the issued and outstanding common shares of the company on a partially diluted basis.

The subscribers purchased special warrants for investment purposes only and not with the purpose of influencing the control or direction of the company. The subscribers and/or their joint actors, if any, may, subject to market conditions, make additional investments in or dispositions of securities of the company in the future, including additional purchases of shares. The subscribers and/or their joint actors, if any, do not, however, intend to acquire 20 per cent of any class of the outstanding voting securities of the company.