Athabasca Oil Corporation Announces Proposed Private Offering of Senior Secured Notes

Athabasca Oil Corporation Announces Proposed Private Offering of Senior 
Secured Notes 
CALGARY, Nov. 5, 2012 /CNW/ - Athabasca Oil Corporation (TSX: ATH) announces 
that it intends to issue, on a private placement basis, up to C$600 million in 
aggregate principal amount of senior secured second lien notes which will be 
due in 2017. Athabasca may issue the notes in connection with this private 
placement offering or in future offerings from time to time. In conjunction 
with the note offering, the Company is currently negotiating senior secured 
first lien revolving credit facilities with a syndicate of financial 
institutions. The revolving credit facilities are anticipated to be initially 
on the order of C$150 million. Timing, size, terms and completion of these 
transactions are subject to market conditions and other factors. 
Athabasca intends to use the net proceeds from the private placement and the 
credit facilities for general corporate purposes, including the advancement of 
its thermal oil projects in Athabasca and the development of its light oil 
assets in Kaybob and Saxon/Placid. The proposed note offering and credit 
facilities are intended to provide Athabasca with additional liquidity and 
flexibility to fund and possibly expand its future capital expenditure 
As at September 30, 2012, Athabasca had a very strong balance sheet with cash, 
cash equivalents, short term investments and restricted cash of approximately 
C$626 million. The Company currently has no debt. 
Athabasca's five year plan includes the developments of the Hangingstone and 
Dover West thermal oil (oil sands) projects, the pilot production test at the 
Dover West Leduc carbonate reservoir and the development of the light oil 
production areas in Kaybob and Saxon/Placid. To execute this plan the Company 
has assumed using cash on hand and a modest level of debt, in addition to 
using proceeds from future joint ventures and from the possible exercise of 
the Put/Call Option in respect of Athabasca's Dover Thermal Oil Asset. 
The Company has been evaluating its capital structure during 2012 and believes 
the current market presents the Company with a favourable opportunity to seek 
debt financing and reduce the Company's overall cost of capital. It will also 
increase the Company's flexibility with respect to timing of third party 
transactions such as joint ventures. Athabasca still anticipates that the 
contemplated joint venture on Hangingstone and Birch announced in August 2012 
will be concluded. Additionally, the exercise of the Put/Call Option in 
respect of Athabasca's Dover thermal oil asset would provide the Company with 
an additional C$1.32 billion (before expenses and taxes). 
It is possible that the note offering, the contemplated Hangingstone/Birch 
joint venture and the exercise of the Put/Call Option will lead to excess 
liquidity for the Company. Such excess liquidity would most likely be utilized 
to accelerate the development of our Light Oil acreage in line with the 
Company's overall strategy. 
Athabasca has so far invested approximately $900 million into its Light Oil 
division which has resulted in a land base of approximately 2.7 million acres, 
excellent drilling and test results and a 100% owned infrastructure system in 
the Kaybob - Saxon/Placid areas. This has enabled the Company to establish a 
2012 exit production target in the range of 10,000 to 11,000 barrels of oil 
equivalent per day (boe/d), which should generate considerable cash flow from 
operations and allow for rapid growth. 
This news release does not constitute an offer of any security for sale in the 
United States or in any jurisdiction in which such an offer, solicitation, or 
sale would be unlawful. The notes will not be registered under the United 
States Securities Act of 1933, as amended (the "U.S. Securities Act") or the 
securities laws of any state, and may not be offered or sold in the United 
States absent registration or an applicable exemption from registration 
requirements. The notes will be offered and sold in Canada, on a private 
placement basis pursuant to available prospectus exemptions. The notes may 
be offered in the United States only to "qualified institutional buyers" (as 
defined in Rule 144A ("Rule 144A") under the U.S. Securities Act) in reliance 
on Rule 144A under the U.S. Securities Act and outside the United States in 
reliance on Regulation S under the U.S. Securities Act. 
Athabasca is a dynamic, Canadian company focused on the development of oil 
resource plays in Alberta, Canada. The Company has accumulated an extensive, 
high quality resource base suitable for the extraction of thermal crude oil 
(bitumen) and light oil. Well financed and well endowed with high quality 
assets and talented people, Athabasca is poised to become a major Canadian oil 
producer. It aspires to produce more than 200,000 boe/d by 2020, comprised of 
a 50/50 weighting of thermal and light oil. Athabasca is traded on the TSX 
under the symbol ATH. 
Reader Advisory: 
This News Release contains forward-looking information that involves various 
risks, uncertainties and other factors. All information other than statements 
of historical fact is forward-looking information. The use of any of the words 
"anticipate," "plan," "continue," "estimate," "expect," "may," "will," 
"project," "should," "believe," "predict," "pursue" and "potential" and 
similar expressions are intended to identify forward-looking information. The 
forward-looking information is not historical fact, but rather is based on the 
Company's current plans, objectives, goals, strategies, estimates, assumptions 
and projections about the Company's industry, business and future financial 
results. This information involves known and unknown risks, uncertainties and 
other factors that may cause actual results or events to differ materially 
from those anticipated in such forward-looking information. No assurance can 
be given that these expectations will prove to be correct and such 
forward-looking information included in this News Release should not be unduly 
relied upon. This information speaks only as of the date of this News Release. 
In particular, this News Release contains forward-looking information 
including but not limited to the potential for and terms of an offering and 
issuance of senior secured second lien notes by Athabasca and the 
establishment of senior secured first lien revolving credit facilities, and 
the use of proceeds therefrom, the potential exercise of the put/call option 
in respect of Athabasca's Dover thermal oil assets and completion of the 
previously announced potential joint venture involving Athabasca's 
Hangingstone and Birch assets and the benefits to Athabasca therefrom, the 
2012 exit production target, future cash flow from operations and growth 
rates. Such forward-looking information is based on certain assumptions and 
analysis made by Athabasca in light of its experience and perception of 
current conditions and expected future developments as well as other factors 
it believes are appropriate in the circumstances. However, whether actual 
results, performance or achievements will conform to Athabasca's expectations 
and predictions is subject to market conditions and a number of known and 
unknown risks and uncertainties which could cause actual results to differ 
materially from Athabasca's expectations. Such factors may include the failure 
to successfully market the notes or negotiate the credit facilities, failure 
to satisfy certain conditions in connection with the issuance of the notes or 
the credit facilities, failure to satisfy conditions in connection with, or 
the determination not to exercise, the put/call option in respect of 
Athabasca's Dover thermal oil assets, failure to conclude definitive 
documentation or receive all necessary internal and regulatory approvals or to 
satisfy conditions in connection with the potential joint venture involving 
Athabasca's Hangingstone and Birch assets. Other factors which could 
materially affect such forward-looking information are described in the risk 
factors in the Company's most recent annual information form that is available 
on SEDAR at The forward-looking statements included in this 
News Release are expressly qualified by this cautionary statement. Athabasca 
does not undertake any obligation to publicly update or revise any 
forward-looking statements except as required by applicable securities laws. 
BOEs may be misleading, particularly if used in isolation. A BOE conversion 
ratio of 6 Mcf: 1 bbl is based on an energy equivalency conversion method 
primarily applicable at the burner tip and does not represent a value 
equivalency at the wellhead. As the value ratio between natural gas and crude 
oil based on the current prices of natural gas and crude oil is significantly 
different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 
basis may be misleading as an indication of value. 
Media  Heather Douglas Vice President, Communications & External 
Affairs (403) 532-7408 
Financial Community Andre De Leebeeck Director, Partner & Investor Relations 
(403) 817-8048  Tracy Robinson Manager, Investor 
Relations (403) 532-7446 
SOURCE: Athabasca Oil Corporation 
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CO: Athabasca Oil Corporation
ST: Alberta
-0- Nov/05/2012 12:00 GMT
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