Longreach Announces Closing of $9,700,000 Non-Brokered Private Placement

Longreach Announces Closing of $9,700,000 Non-Brokered Private Placement 
SAINT HELIER, Jersey, April 10, 2014 /CNW/ - LONGREACH OIL AND GAS LIMITED 
(TSXV: LOI) (the "Company" or "Longreach") is pleased to announce that it has 
closed today a non-brokered private placement of units with investors for 
aggregate gross proceeds to the Company of $9,700,000 (the "Private 
Placement").  The subscription price per unit was $1,000 and each unit 
consisted of one 10% secured convertible debenture of the Company in the 
principal amount of $1,000 (collectively, the "Debentures") and 1,000 ordinary 
share purchase warrants (collectively, the "Warrants"). 
Net proceeds of the Private Placement will be used to support the ongoing 
drilling of the Company's Kamar well at Sidi Moktar and for general corporate 
and administrative purposes.  The completion of the Private Placement 
(described initially in the Company's press release dated March 3, 2014) will 
permit the Company to continue with its contracted drilling activities of the 
Kamar well at Sidi Moktar.  The Company intends to refinance or repay the 
indebtedness under the Debentures through the proceeds of a subsequent public 
or private offering of equity securities, which may include a rights offering 
to all shareholders of the Company. 
The Debentures mature two years from the date of closing and bear interest at 
a rate of 10% per annum, payable quarterly in arrears.  Following the first 
anniversary of the date of closing, holders of Debentures may convert from 
time to time, in whole or in part, outstanding principal under the Debentures 
into ordinary shares of the Company ("Shares") at a conversion price equal to 
the greater of: (a) $0.30 (subject to typical adjustments in certain 
circumstances); and (b) the current market price of the Shares at the time of 
conversion (based on the volume weighted average trading price of the Shares 
for the 20 trading days ending on the fifth trading day preceding the date of 
conversion).  Holders of Debentures are restricted from converting Debentures 
without the approval of the TSX Venture Exchange if, as a result of 
conversion, the holder would hold more than 20% of the issued Shares.  In 
addition, following the first anniversary of the date of closing, the Company 
may redeem from time to time, in whole or in part, outstanding principal under 
the Debentures for cash at a redemption price equal to the face value of the 
principal amount being redeemed, plus an amount equal to three months of 
interest calculated on the amount of Debentures being redeemed. 
The obligations of the Company under the Debentures are secured by a security 
interest in the Company's present and after acquired property and, in 
connection therewith, the Company and holders of Debentures have executed a 
general security agreement under the laws of Jersey (Channel Islands) 
providing a security interest in favour of the Debenture holders. 
The Debentures provide customary events of default including failure to pay 
interest when due within 30 days, failure to repay principal on redemption or 
maturity, and the occurrence of insolvency events or proceedings.  In 
addition, the Company has made certain covenants in favour of holders of 
Debentures, including covenanting not to incur additional indebtedness, 
covenanting to use commercially reasonable efforts to complete an equity 
financing within one year for the purpose of repaying or refinancing the 
Debentures, and covenanting to use commercially reasonable efforts to seek 
shareholder approval in certain circumstances for the creation of a new 
control person, if requested by a holder of Debentures who would otherwise 
need such approval in order to permit the full conversion of Debentures. 
Each Warrant is exercisable for a term of two years following closing and may 
be exercised for one Share at an exercise price of $0.30 per Share (subject to 
typical adjustments in certain circumstances).  Holders of Warrants are also 
restricted from exercising Warrants without the approval of the TSX Venture 
Exchange if, as a result of exercise, the holder would hold more than 20% of 
the issued Shares. 
A commission in the amount of $315,800, representing approximately 3.26% of 
the gross proceeds, is payable to a finder in connection with the Private 
Placement. 
Two of the investors in the Private Placement, being Dundee Corporation 
("Dundee") and funds advised by West Face Capital Inc. ("West Face"), are 
significant shareholders of Longreach, holding 12,291,146 Shares (representing 
approximately 15.15% of the issued Shares) and 8,571,453 Shares (representing 
approximately 10.56% of the issued Shares), respectively.  Accordingly, the 
participation of these insiders in the Private Placement is considered a 
"related party transaction" pursuant to applicable securities laws and the 
policies of the TSX Venture Exchange (the "TSXV"). 
Dundee subscribed for a total of 2,820 units comprised of $2,820,000 principal 
amount of Debentures and 2,820,000 Warrants.  Assuming Dundee fully converted 
the principal of the Debentures at the minimum conversion price of $0.30 and 
fully exercised its Warrants at $0.30 per Warrant, and assuming there was no 
restriction on conversion and exercise as discussed above, Dundee would hold 
24,511,146 Shares representing approximately 26.25% of the issued Shares 
(calculated on a partially diluted basis). 
West Face subscribed for a total of 1,880 units comprised of $1,880,000 
principal amount of Debentures and 1,880,000 Warrants.  Assuming West Face 
fully converted the principal amount of the Debentures at the minimum 
conversion price of $0.30 and fully exercised its Warrants at $0.30 per 
Warrant, West Face would hold 16,718,119 Shares representing approximately 
18.72% of the issued Shares (calculated on a partially diluted basis). 
The Private Placement was unanimously approved by the board of directors of 
the Company (the "Board"), excluding two directors who, as a result of their 
position with the participating insiders, declared their interest in the 
Private Placement and abstained from voting.  The Board has determined that 
the fair market value of the consideration for, and the subject matter of, the 
Private Placement, as it relates to the participation by related parties, is 
less than 25% of the Company's market capitalization.  Accordingly, the 
Company is exempt from the requirement to obtain a formal valuation and 
minority shareholder approval for the Private Placement.  The Company did not 
file a material change report at least 21 days prior to the closing of the 
Private Placement because the participation of, and subscription agreements 
with, participating insiders was not known or entered into until immediately 
prior to closing. 
The Private Placement remains subject to final acceptance by the TSXV.  The 
Debentures and Warrants (and the Shares which may be issuable pursuant to the 
conversion and exercise thereof) are subject to a four month hold period 
ending August 11, 2014. 
All monetary amounts referred to in this press release are to Canadian dollars. 
About Longreach 
Longreach is an independent oil and gas company focused on its significant 
land position in Morocco.  The Company has a 50% operated interest in the Sidi 
Moktar license area covering 2,683 square kilometres and is working closely 
with ONHYM as a committed long-term partner to unlock the hydrocarbon 
potential of the region.  Morocco offers a politically stable environment to 
work within and has extremely favourable fiscal terms to energy producers.  
Longreach is a public company listed on the TSX Venture Exchange under the 
symbol "LOI". 
Additional information about the Company can be found at 
www.longreachoilandgas.com and under the Company's SEDAR profile at 
www.sedar.com. 
About West Face Capital Inc. 
West Face Capital Inc. is one of Canada's leading alternative investment 
managers combining control-through-distressed, high-yield, negotiated finance, 
proactive equity, and private equity activities.  West Face's capabilities are 
underpinned by a seasoned multi-disciplinary investment team, proprietary 
origination channels, deep sector expertise, and the ability to address 
investment targets in domestic and international markets. 
Special Note Regarding Forward Looking Statements 
This press release contains forward-looking statements.  These statements 
relate to future events or the Company's future performance.  All statements 
other than statements of historical fact are forward-looking statements.  
Forward-looking statements are often, but not always, identified by the use of 
words such as "may", "will", "should", "expect", "plan", "anticipate", 
"believe", "estimate", "predict", "project", "potential", "targeting", 
"intend", "could", "might", "continue" or the negative of these terms or other 
similar terms.  Forward-looking statements in this press release include, but 
are not limited to, statements regarding the potential future equity offering 
by the Company for the purpose of repaying or refinancing the Debentures, as 
well as the continued development of the Company's projects in Morocco.  
Forward-looking statements are only predictions.  Forward-looking statements 
involve 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 statements.  Some of the risks and other factors which 
could cause results to differ materially from those expressed in the 
forward-looking statements contained in this press release include, but are 
not limited to: general economic conditions in Canada, the Kingdom of Morocco 
and globally; industry conditions, including fluctuations in the price of oil 
and gas, governmental regulation of the oil and gas industry, including 
environmental regulation; fluctuation in foreign exchange or interest rates; 
risks inherent in oil and gas operations; political risk, including 
geological, technical, drilling and processing problems; unanticipated 
operating events which could cause commencement of drilling and production to 
be delayed; the need to obtain consents and approvals from industry partners, 
regulatory authorities and other third-parties; stock market volatility and 
market valuations; competition for, among other things, capital, acquisitions 
of reserves, undeveloped land and skilled personnel; incorrect assessments of 
the value of acquisitions or resource estimates; any future inability to 
obtain additional funding, when required, on acceptable terms or at all; 
credit risk; changes in legislation; any unanticipated disputes or 
deficiencies related to title matters; dependence on management and key 
personnel; and risks associated with operating in and being part of a joint 
venture.  Although the forward-looking statements contained in this press 
release are based upon assumptions which management of the Company believes to 
be reasonable, the Company cannot assure that actual results will be 
consistent with its expectations and assumptions.  Material factors and 
assumptions which management of the Company has considered in connection with 
making the forward-looking statements in this press release include that the 
Company will be able to raise adequate proceeds and refinance or repay the 
Debentures on terms acceptable to the Company.  Undue reliance should not be 
placed on the forward-looking statements contained in this news release as 
there can be no assurance that the plans, intentions or expectations upon 
which they are based will occur.  These statements speak only as of the date 
of this press release, and the Company does not undertake any obligation to 
publicly update or revise any forward-looking statements except as expressly 
required by applicable securities laws. 
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that 
term is defined in policies of the TSX Venture Exchange) accepts 
responsibility for the adequacy or accuracy of this release.
 

SOURCE  Longreach Oil and Gas Limited 
Martin Arch Chief Financial Officer and Secretary Tel: +44 203 137 7756 
march@longreachoilandgas.com 
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CO: Longreach Oil and Gas Limited
NI: OIL PVT  
-0- Apr/10/2014 21:14 GMT
 
 
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