United Silver Corp. and Hale Capital Partners Complete Financing

VANCOUVER, BRITISH COLUMBIA–(Marketwire -02/01/12)- United Silver Corp. (“USC” or the “Company”) (TSX: USC.TO – News)(OTCQX: USCZF.PK – News) and Hale Capital Partners (“Hale” or the “Lender”) are pleased to announce that, subject to final approval from the Toronto Stock Exchange (the “TSX”), they have successfully closed their previously announced financing transaction. USC is now in a position to begin its four-year exploration and development plan to test the mineralization of the South Vein and Alhambra Vein at depth and along the east/west strike extensions of the veins.
In the financing transaction, USC issued to Hale a convertible note (the “Convertible Note”) in the principal amount of USD$6,300,000 (being the Canadian equivalent of $6,332,760.00, based on the Bank of Canada noon rate on January 31, 2012) evidencing a loan the proceeds of which were advanced by Hale pursuant to the Convertible Note and a securities purchase agreement (the “Securities Purchase Agreement”) entered into among a wholly owned subsidiary of Hale, as agent and initial purchaser, and USC. USC also issued to Hale 5,040,000 common share purchase warrants (the “Warrants”). Hale will have the right at any time to convert any or all of the principal owing under the Convertible Note into common shares (“USC Common Shares”) of USC at a conversion price of USD$0.50 (being the Canadian equivalent of $0.50, based on the Bank of Canada noon rate on January 31, 2012) per USC Common Share. In addition, Hale will have the right at any time to convert any or all of the accrued and unpaid interest that USC has elected (provided that USC has satisfied certain conditions set out in the Convertible Note) to add to the principal amount of the Convertible Note (“PIK Interest”). The conversion price with respect to PIK Interest will be an amount equal to the “market price” (as defined in the Toronto Stock Exchange Manual) on the applicable interest payment date, subject to the approval of the TSX in each instance. Each whole Warrant will entitle the holder to acquire one USC Common Share at an exercise price of US$0.42 (being the Canadian equivalent of $0.42, based on the Bank of Canada noon rate on January 31, 2012) per USC Common Share for a period of four years from the date of issuance.
If the principal amount of the Convertible Note is fully converted, Hale would hold 12,600,000 or 14.4% of the total number of issued and outstanding USC Common Shares. In the event that all of the Warrants are also exercised, Hale’s holdings would increase to 17,640,000 or 19% of the total number of issued and outstanding USC Common Shares. As the number of USC Common Shares issuable to Hale in respect of PIK Interest, if any, is contingent, in part, upon future values and share prices, the number of USC Common Shares which Hale may acquire should it exercise its conversion rights in respect thereof cannot be determined at this time.
None of the Convertible Note, the Warrants or the USC Common Shares that may be issued upon conversion or exercise, respectively, of these securities, have been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any state of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption therefrom under the 1933 Act and the securities laws of all applicable states.
Under the terms of the Securities Purchase Agreement, USC is required to appoint to its board a person mutually agreed upon with Hale and to permit an observer from Hale to attend its Board meetings, subject to conditions.
Hale has filed an early warning acquisition report on SEDAR. A copy of the report may be obtained by contacting Martin Hale at (212) 751-8228.
USC intends to use the net proceeds from the financing for exploration and development and working capital purposes. The loan proceeds will allow USC to continue its exploration and development drifting, bulk sampling and test mining on the South Vein. USC proposes to mill ore from the bulk sampling and test mining under a milling JV agreement with New Jersey Mining Company and to refine it under a contract with Formation Metals at its refinery located less than three miles from the mill. USC intends to use cash generated from operations, including the bulk sampling and test mining activities, to fund an extensive surface and underground drilling program to test the mineralization of the entire Crescent property and develop a property-wide mine plan without further equity raises and dilution.
Hale may or may not purchase or sell securities of the Company in the future on the open market or in private transactions, depending on market conditions and other factors material to Hale’s investment decisions and reserves the right to dispose of any or all of its securities in the open market or otherwise, at any time and from time to time and to engage in hedging or similar transactions with respect to the securities.
ABOUT UNITED SILVER CORP.
USC is a vertically integrated mining company with operations in Idaho, USA. It has earned, through development and operations, an 80% interest in the Crescent Silver Mine project in Idaho’s prolific Silver Belt – directly between two of the world’s historically largest silver producing properties, the Sunshine and Bunker Hill mines. USC also offers a full suite of mining services including contract mining and mine machine repair and fabrication services to silver miners in the district. USC’s common shares trade on the Toronto Stock Exchange under the symbol “USC”. For more information about USC, please visit: www.unitedsilvercorp.com.
ABOUT HALE CAPITAL PARTNERS
Based in New York City, Hale Capital Partners has established itself as a leading private equity firm focused on strategic investments in public companies and their subsidiaries. Hale Capital Partners’ team is comprised of seasoned private equity veterans and entrepreneurs, who bring not only deep domain expertise but also hands-on operating experience to help build highly successful companies. Hale Capital Partners’ mining portfolio spans all stages of mine development from exploration to commercial production.
Hale’s contact information is as follows:

Hale Capital Partners, L.P.
570 Lexington Avenue, 49th Floor
New York, NY 10022
Attn: Martin Hale, CEO and Portfolio Manager

ON BEHALF OF UNITED SILVER CORP.
Graham Clark, Chairman and Interim CEO
FORWARD-LOOKING STATEMENTS: This press release contains forward-looking statements, which address future events and conditions, which are subject to various risks and uncertainties. Forward-looking statements in this press release include statements about USC’s intended use of the net proceeds and that they will enable USC to continue its exploration and development activities, its proposal to mill ore under a milling agreement with New Jersey Mining Company and refine it under a contract with Formation Metals, its intent to use cash from operations to fund an extensive surface and underground drilling program and that it can develop a property-wide mine plan without further equity raises and dilution. These forward-looking statements are based on the expectations and opinions of the Company’s management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. These assumptions include management’s assumption that the net proceeds of the financing, together with revenue from operations, will generate sufficient cash flow to fund the budget and that the price for metals will continue to make the Company’s activities economically feasible. Actual results may differ materially from those currently anticipated due to a number of factors beyond the Company’s control. These risks and uncertainties include the risks inherent in the Company’s activities and the risks identified in the Company’s periodic disclosure filings on the SEDAR website maintained by the Canadian Securities Administrators. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
http://tourism9.com/    http://vkins.com/

CORE BioFuel Inc. Engages Osprey Capital Partners Inc. to Secure Investment for Construction Engineering

TORONTO–(Marketwire -01/25/12)- CORE BioFuel Inc., a Canadian company focused on energy security for the North American and European markets, announced today that it has signed an exclusive agreement with Osprey Capital Partners Inc., based in Toronto, Canada. Osprey Capital will secure equity investment capital to fund the completion of construction engineering for CORE’s first wood-to-Green Gasoline plant to be built in Canada. This major step will enable CORE to establish an Engineering, Procurement and Construction (EPC) contract with an international oil/gas engineering company to define a fixed plant cost. The EPC contract will allow CORE to secure project debt financing and performance guarantees for the plants through AON Reed Stenhouse, one of the largest insurance brokers in the world.
Osprey’s work for CORE will be spearheaded by Alan Crossley, who has over twenty-five years of experience in the chemical, petroleum, and renewable fuels industry. Mr. Crossley commented: “Osprey Capital is very pleased to be working with the CORE team. CORE will be producing a carbon neutral, market ready gasoline utilizing existing technologies, has secured an off-take agreement and has a significant competitive advantage in terms of production costs. This makes the CORE project an excellent investment opportunity. Osprey has seen a significant number of bio-based fuel projects, and we believe CORE BioFuel will become the market leader.”
George Stanko, President of CORE Biofuel, stated: “We are extremely excited about signing this agreement with Osprey Capital. Osprey is a leader in investment banking and Alan Crossley shares our passion for renewable energy. This agreement positions us to take a giant step forward in our commercialization process and become the global leader in advanced cellulosic biofuels production.”
Osprey Capital Partners Inc., since its founding in 1998, has become one of Canada’s leading independent investment banking and financial advisory firms, with offices in Toronto, Calgary, Winnipeg and Nova Scotia. Osprey’s success with public offerings, mergers, acquisitions, funding and financing transactions stems from its basic understanding of the needs of mid-market companies paired with its established relationships with leading banks, insurance companies, pension funds, institutional investors and private equity firms — not only in Canada but the US and Europe as well. Osprey is experienced in assisting its clients through all aspects of private investment and public offerings. For additional information see www.ospreycapital.ca.
CORE BioFuel Inc. is commercializing its patent-pending Green Gasoline process, a ground-breaking development that addresses the challenge of producing a drop-in gasoline from cellulosic biomass. The technology uses industrially proven equipment, and the process is scalable, efficient and provides a cost effective solution to producing carbon neutral, benzene-free gasoline. CORE’s Green Gasoline will be a 94-octane, clean-burning alternative to conventional gasoline from petroleum sources. A CORE BioFuel plant will not only produce gasoline from unwanted wood waste but its by-products will consist of water, electricity to run its own operation, and carbon dioxide suitable for commercial use. For additional information, see http://www.corebiofuel.com/.
http://tourism9.com/    http://vkins.com/

CORE BioFuel Inc. Engages Osprey Capital Partners Inc. as Investment Banking Advisor

TORONTO–(Marketwire -01/24/12)- CORE BioFuel Inc., a Canadian company focused on energy security for the North American and European markets, announced today that it has signed an exclusive agreement with Osprey Capital Partners Inc., based in Toronto, Canada. Osprey Capital will secure equity investment capital to fund the completion of construction engineering for CORE’s first “Green Gasoline” wood-to-gasoline plant to be built in Canada. This major step will enable Core to establish an Engineering, Procurement and Construction (EPC) contract with an international oil/gas engineering company who will define a fixed plant cost. The EPC contract will enable CORE to secure project debt financing as well as performance guarantees for the plants through AON Reed Stenhouse, one of the largest insurance brokers in the world.
Osprey’s work for CORE will be spearheaded by Alan Crossley, who has over twenty-five years of experience in the chemical, petroleum, renewable fuels and logistics industry. “Osprey Capital is very pleased to be working with the CORE team,” Mr. Crossley commented. “The fact that CORE will be producing a zero-carbon-based, market ready gasoline utilizing existing technologies; has secured an off-take agreement; and has a significant competitive market advantage in terms of production costs — all will make this an excellent investment opportunity. Osprey has seen a significant number of bio-based fuel projects. We believe CORE BioFuel will become the market leader.”
George Stanko, President of CORE Biofuel, stated, “We are extremely excited about signing this agreement with Osprey Capital. Osprey is a leader in their field and Alan Crossley shares our passion for renewable energy. This agreement positions us to make a giant step forward in our commercialization process and become the global leader in advanced cellulosic biofuels production.”
Osprey Capital Partners Inc., since its founding in 1998, has become one of Canada’s leading independent investment banking and financial advisory firms, with offices in Toronto, Calgary, Winnipeg and Windsor, Nova Scotia. Osprey’s success with public offerings, mergers, acquisitions, funding and financing transactions stems from its basic understanding of the needs of mid-market companies paired with its established relationships with leading banks, insurance companies, pension funds, institutional investors and private equity firms — not only in Canada but the US and Europe as well. Osprey is experienced in assisting its clients through all aspects of private investment and public offerings. For additional information see www.ospreycapital.com.
CORE BioFuel Inc. is commercializing its patent-pending Green Gasoline process, a ground-breaking development that addresses the challenge of producing a drop-in gasoline from cellulosic biomass. The technology uses industrially proven equipment, and the process is scalable, efficient and provides a cost effective solution to producing carbon neutral, benzene-free gasoline. CORE’s Green Gasoline will be a 94-octane, clean-burning alternative to conventional gasoline from petroleum sources. A CORE BioFuel plant will not only produce gasoline from unwanted wood waste but its by-products will consist of water, electricity to run its own operation, and carbon dioxide suitable for commercial use. For additional information, see http://www.corebiofuel.com/.
http://tourism9.com/    http://vkins.com/

Morneau Shepell's New Online Financial Planning Service Helps Users Plan Their Financial Future

Service educates and arms individuals with tools to resolve their financial concerns.
TORONTO , Jan. 18, 2012 /CNW/ – At a time when people are slowly beginning to pay off their credit card bills from the holidays, Morneau Shepell Ltd., under the Shepell•fgi Employee Assistance Program (EAP), has introduced a new service to help employees not only resolve their current credit crunch, but also address their more complex financial concerns. The new Online Financial Planning Service allows users to create financial action plans tailored to their personal situation and regain control of their financial future.
According to a recent report released by Morneau Shepell in 2010, 63.2% of the time that users accessed their EAP for financial assistance, it was for personal debt and/or credit issues. This was followed by divorce/finances at 8.7%, bankruptcy at 7.4%, retirement at 5.7% and taxes at 4.6%. Significantly less were requests for investment planning purposes, indicating that employees were too concerned with current debt to plan for their future.
“What is needed,” explains Kevin Sorhaitz, Partner, Pension Consulting, Morneau Shepell, “is to combine debt counselling with investment education, so that employees have a better understanding of how current debt is connected to future retirement.”
Available 24/7, the service provides users with unbiased educational information and resources on credit/debt management, budgeting, bankruptcy, the financial aspects of separation/divorce, financial emergencies, retirement planning, employment transitions, and real estate. Users can access interactive worksheets and tools online—such as the personal debt consolidator tool or retirement savings calculator.
Designed as part of a holistic suite of services, Online Financial Planning Service complements existing financial, legal, mental health and work/life balance supports currently offered through the EAP.
“It’s no surprise that debt causes great anxiety and stress for people. It’s important to not only treat the cause, but also the effects. Take, for instance, someone who is recently divorced with children. We can help them regain a solid financial standing while lessening the stress of dealing with the divorce and new obligations like finding child care,” says Rita Fridella, Senior Vice-President, Operations and Chief Clinician, Morneau Shepell. “This integrated approach means we can guide employees to the professionals and full continuum of care that they need.”
Online Financial Planning Service is available to EAP members and their families by calling the Care Access Centre or via Online Access at workhealthlife.com.
Morneau Shepell Ltd.
Morneau Shepell is the largest Canadian-based firm offering industry-leading benefits and pension consulting, outsourcing, as well as health and productivity solutions. The company works with clients to develop end-to-end insights and solutions that integrate with their business strategies to achieve results. Through Benefits and Health Solutions Consulting, Pension Consulting, Health Management, Administration Solutions and Shepell•fgi’s Employee Assistance Program, Morneau Shepell helps clients reduce costs, increase employee productivity, and improve their competitive positions by supporting their employees’ financial security, health and well-being.
Established in 1966, Morneau Shepell serves over 8,000 clients, ranging from small businesses to some of the largest corporations and associations in North America . With approximately 2,500 employees in offices across North America , we provide services to organizations across Canada , in the United States and around the globe.
Morneau Shepell Inc. is a publicly traded company on the Toronto Stock Exchange (TSX). For more information, visit http://www.morneaushepell.com/.
http://tourism9.com/    http://vkins.com/

Toronto stock market advances amid rising oil prices, IMF announcement

TORONTO – The Toronto stock market was higher Wednesday morning on rising resource and financial sector stocks that benefited from word the International Monetary Fund is looking to bolster its financial firepower to help deal with a global economic crisis.
The S&P/TSX composite index gained 99.58 points to 12,332.41 while the TSX Venture Exchange climbed 5.69 points to 1,543.41. The Canadian dollar edged up 0.21 of a cent to 98.71 cents US.
The IMF said it aims to add US$500 billion to its resources so it can give out new loans to help mitigate a worsening financial crisis. The Washington-based institution said its staff estimates that countries around the world will need about $1 trillion in loans over the coming years. Most of the concerns centre on the 17-nation eurozone, which has been embroiled in a debt crisis for around two years.
Thanks to some $200 billion that European countries have recently promised to the IMF, it is already more than one third on its way to reaching its fundraising goal.
U.S. markets were higher after investment bank Goldman Sachs delivered quarterly earnings that beat expectations.
It said net income fell 58 per cent to US$1 billion or $1.84 a share because of lower investment banking fees in a quarter marked by choppy financial markets. But that easily beat expectations of $1.28 a share.
Goldman’s quarterly revenue fell 30 per cent to $6 billion and its shares were ahead $5.09 or 5.21 per cent to US$102.77.
The Dow Jones industrial index was ahead 56.69 points to 12,538.76. The Nasdaq composite index gained 22.57 points to 2,750.65 while the S&P 500 index climbed 7.29 points to 1,300.96.
Sentiment was also helped along by data out Wednesday showing that U.S. factory output surged in December by 0.9 per cent, the most in year. Stronger demand for business equipment, vehicles and energy offered the most visible evidence that manufacturing has roared back from the depths of the recession.
On the TSX, the financial sector rose 0.66 per cent while Royal Bank (TSX:RY) advanced 58 cents to $52.40 while Bank of Nova Scotia (TSX:BNS) gained 71 cents to $52.52.
Major dealmaking helped send the TSX industrials sector up 1.9. per cent. Shares in Finning International Inc. (TSX:FTT) climbed $1.35 or 5.53 per cent to $25.75 after it said it will acquire the Caterpillar distribution and support business formerly operated by Bucyrus in South America, the U.K., and Western Canada. The deal is worth US$465 million. Vancouver-based Finning is the world’s biggest Caterpillar dealer.
Canadian National Railways (TSX:CNR) advanced 97 cents to $78.89.
The energy sector ran up 1.13 per cent as the February crude contract on the New York Mercantile Exchange improved on Tuesday’s $2 jump, rising 53 cents to US$101.24. Traders had been encouraged by data showing that China, the world’s second largest economy, reported 8.9 per cent growth in the fourth quarter, slower than the previous quarter but strong enough to indicate it would avoid an abrupt slowdown.
And in the U.S., government data showed manufacturing in New York expanded at the fastest pace in nine months.
Analysts said higher oil was also supported by tension between Iran and Saudi Arabia, as well as a move by France to accelerate the EU’s implementation of an embargo on Iranian oil exports.
Saudi Oil Minister Ali al-Naimi has said Saudi Arabia was ready to pump more oil if needed to make up for a shortfall in Iranian exports. That came as Iran warned Gulf nations not to make up any shortfall and that it may shut the Strait of Hormuz, which is used to transport about a fifth of the world’s oil.
Suncor Energy (TSX:SU) gained 69 cents to $33.91 and Cenovus Energy (TSX:CVE) climbed 83 cents to $35.89.
The base metals sector gained 1.18 per cent as other commodity prices were weak with March copper ahead two cents at US$3.75 a pound after the Chinese economic report in particular sent the metal jumping nine cents Tuesday. China is the world’s biggest copper consumer. Teck Resources (TSX:TCK.B) was up 94 cents to $40.79 while HudBay Minerals (TSX:HBM) was ahead 26 cents to $10.96.
The gold sector was 0.34 per cent higher even as February gold on the Nymex dropped $3.10 to US$1,652.50 an ounce. Goldcorp Inc. (TSX:G) climbed 32 cents to $45.99.
The consumer discretionary sector provided lift with auto parts giant Magna International (TSX:MG) ahead 95 cents to $40.95.
Investors also digested analysis from The World Bank which warned Wednesday of a possible slump in global economic growth. It also urged developing countries to prepare for shocks that could be more severe than the 2008 crisis.
The bank cut its growth forecast for developing countries this year to 5.4 per cent from 6.2 per cent and for developed countries to 1.4 per cent from 2.7 per cent. For the 17 countries that use the euro currency, it forecast a contraction, with a growth outlook to be negative 0.3 per cent from growth of 1.8 per cent.
European markets were mainly higher as London’s FTSE 100 index inched up 0.07 per cent, Frankfurt’s DAX was up 0.37 per cent while the Paris CAC 40 lost 0.23 per cent.
http://tourism9.com/    http://vkins.com/

Veresen Announces $920 Million Investment in the Montney with Strategic Acquisition of Canadian Midstream Assets and …

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
Veresen Provides 2012 Guidance and Hosts Conference Call and Webcast

Hythe Gas Processing Plant (CNW Group/Veresen Inc.)

CALGARY, Dec. 7, 2011 /CNW/ – Veresen Inc. (“Veresen”) (TSX: VSN.TO – News) is pleased to announce today that, through a wholly-owned subsidiary, it has entered into agreements with Encana Corporation (“Encana”) (TSX, NYSE: ECA) to acquire the Hythe/Steeprock midstream gas gathering and processing complex for $920 million. These assets are located in the Cutbank Ridge region of Alberta and British Columbia. Natural gas and natural gas liquids in the region are produced from the prolific Montney, Cadomin and other geological formations.
The Hythe/Steeprock complex includes two natural gas processing plants with combined functional capacity of 516 MMcf/d as well as approximately 40,000 hp of compression and 370 km of gas gathering lines. The Hythe plant processes both sour and sweet natural gas, while the Steeprock plant is a sour gas processing facility.
In connection with the transaction, Veresen and Encana have entered into a long-term Midstream Services Agreement under which Encana will provide a competitive, long-term, take-or-pay throughput commitment averaging 370 MMcf/d, representing 72 percent of the functional capacity of the Hythe/Steeprock complex.
Veresen will become the operator of the two interconnected gas processing plants following a transition period between Veresen and Encana. Veresen expects to retain all operational employees at the processing plants. Encana will be the contract operator of the compression and gas gathering system acquired by Veresen. This will allow Encana to coordinate its drilling program and natural gas production in the area with requisite development of the Hythe/Steeprock gathering system.
“This transaction establishes a high-quality, independent natural gas midstream business for Veresen which we expect will generate attractive returns and make a significant contribution to our cash flow,” said Stephen White, President and Chief Executive Officer. “The Hythe/Steeprock complex is strategically located in the heart of a high-growth region focused on Montney drilling, and is underpinned by a competitive, long-term gathering and processing fee agreement with an outstanding producer partner in Encana.”
“In an active and highly-competitive midstream landscape, we remain focused on our strategy of growing our business through the selective development and acquisition of contracted, high-quality, long-life infrastructure assets that generate stable cash flows. This acquisition is aligned with our business model and offers strength, stability and growth over the long term.”
Mr. White added, “Concurrent with this transaction, we are pleased to announce we have entered into a $303 million bought deal financing which, together with our strong balance sheet and sources of credit, will successfully fund this acquisition.”
This transaction is expected to close in the first quarter of 2012 and is subject to normal closing conditions, including receipt of normal course approval under the Competition Act. A small portion of the assets are subject to National Energy Board (“NEB”) regulation, and closing for the transaction related to these assets will occur at a later point when NEB approval is obtained.
Acquisition Highlights
Key investment highlights of the Hythe/Steeprock complex acquisition are as follows:
High-Quality Assets

• Establishes an independent midstream business for Veresen in an area focused on the high-growth Montney zone, one of North America’s most prolific, low-cost natural gas and NGL plays.
• High-quality, of-scale facilities including the Steeprock gas plant (198 MMcf/d sour), the Hythe gas plant (340 MMcf/d sweet, 176, MMcf/d sour), approximately 40,000 hp of sweet and sour compression, and 370 km of gathering lines.
• Connections to the Alliance and TransCanada pipeline systems.

Contracted Cash Flow

• Long-life energy infrastructure assets with contracted, stable, fee-for-service cash flow.
• Investment grade counterparty.
• No exposure to commodity price fluctuations.

Strong Financial Performance/Impact

• Minimum average annual committed gathering and processing fees over the first five years of over $72 million, net of operating and maintenance costs; potential for additional fees from non-committed or third party volumes.
• The transaction is immediately accretive to distributable cash per share, with accretion increasing over time.
• With this transaction, Veresen estimates its Canadian tax horizon will be extended to approximately 2019.

High Growth Potential

• Cutbank Ridge is one of Encana’s key resource plays with more than 1 million acres of land and in excess of 500 MMcf/d of production.
• Total recoverable natural gas in proximity to the Hythe/Steeprock complex, including Encana and third party gas, has been estimated by GLJ Petroleum Consultants (“GLJ”), independent qualified reserves evaluators, to be 26 tcf of best estimate contingent resources.
• Based on GLJ’s assessment of best estimate of contingent resources, regional gas production could increase by approximately 2 billion cubic feet per day over the next 20 years, providing significant midstream infrastructure expansion opportunities for Veresen.

2012 Guidance
For 2012, and including the impact of the Hythe/Steeprock acquisition, Veresen is forecasting distributable cash in the range of $1.15 to $1.50 per common share. Based upon a forecast annual dividend payout of $1.00 per common share, the corresponding payout ratio for 2012 will be between 67 and 87 percent.
“The year-over-year increase in our distributable cash demonstrates that our strategy is working,” commented Stephen White. “Over the past two years, we have made significant capital investments in our midstream business, including the Palermo Gas Plant, the Prairie Rose Pipeline, and the Heartland off-gas facility, and in our Power business including the York Energy Centre, which are creating long-term shareholder value.”
For 2011, Veresen maintains its previously announced guidance for distributable cash of $1.16 to $1.30 per share, resulting in a payout ratio of 82 to 86 percent. Further details regarding 2011 and 2012 guidance can be found in the Investor Information section of Veresen’s website at www.vereseninc.com.
Acquisition Funding
Funding for the acquisition is expected to be provided from a combination of equity and debt, specifically: (i) the net proceeds from the subscription receipt offering; (ii) $250 million from new senior credit facilities; (iii) the balance of approximately $370 million under Veresen’s existing revolving credit facility; and (iv) ongoing funding derived from equity raised under Veresen’s Premium Dividend™ and Dividend Reinvestment Plan. Veresen intends to refinance the acquisition-related borrowings through various capital market instruments during 2012.
Subscription Receipt Offering
Veresen has agreed to sell, on a bought deal basis, an aggregate of 21,500,000 subscription receipts at a price of $14.10 per subscription receipt for gross proceeds of approximately $303 million. The subscription receipts will be offered through a syndicate of investment dealers led by TD Securities Inc., bookrunner, and co-led by CIBC World Markets Inc. and Scotia Capital Inc., under Veresen’s Short Form Base Shelf Prospectus dated August 22, 2011, and a prospectus supplement to the Short Form Base Shelf Prospectus to be dated on or about December 9, 2011.  Veresen has also granted the underwriters an option to purchase, in whole or part, up to an additional 3,225,000 subscription receipts for a price of $14.10 per subscription agreement to cover over-allotments, if any, for a period of 30 days following the closing of the offering. If the acquisition closes prior to the exercise of the over-allotment option, the over-allotment option will be exercisable in respect of an equivalent number of common shares. If the over-allotment option is exercised in full, gross proceeds from the offering will be approximately $349 million.
Each subscription receipt will entitle the holder thereof to receive, concurrent with closing of the acquisition and upon satisfaction of certain escrow release conditions, one common share of Veresen plus an amount equal to the dividends Veresen declares on the common shares, if any, for record dates which occur during the period from the closing date of the offering to the date of issuance of the common shares issuable on the deemed exercise of the subscription receipts, net of any applicable withholding taxes.
The gross proceeds from the sale of the subscription receipts will be held by an escrow agent pending, among other things, receipt of all regulatory and government approvals required to finalize the Hythe/Steeprock acquisition and fulfillment or waiver of all other outstanding conditions precedent to closing the acquisition.  In the event such approvals and conditions are not satisfied prior to 5:00 p.m. (Calgary time) on April 30, 2012, or if the asset purchase agreement is terminated prior to such time, the holders of the subscription receipts will be entitled to receive an amount equal to the full subscription price thereof plus their pro rata share of the interest earned on such amount.
The offering is subject to the receipt of all necessary regulatory and stock exchange approvals.  Closing of the offering is expected to occur on or about December 16, 2011.
New Non-Revolving Term Credit Facilities
In connection with the acquisition of the Hythe/Steeprock complex, Veresen has obtained a commitment from a Canadian chartered bank to provide two non-revolving term credit facilities in the aggregate amount of $500 million. These new credit facilities will rank equally with Veresen’s senior unsecured obligations and will have a one year term subject to mandatory reductions from the net proceeds of certain debt and equity issuances (including from the net proceeds from the sale of the subscription receipts) and asset dispositions. Subject to the satisfaction of certain conditions precedent customary for a financing of this type, funds will be available by way of a single draw on the closing of the acquisition. The new credit facilities will contain terms that are customary for bank credit facilities of this nature.
Premium Dividend™ and Dividend Reinvestment Plan
Commencing with the cash dividend payable to shareholders of record on December 30, 2011, Veresen intends to permit eligible shareholders who are enrolled in its Premium Dividend™ and Dividend Reinvestment Plan to participate in the Premium Dividend™ component. This will entitle participating shareholders to receive a premium cash payment equal to 102 percent of the cash dividend that such shareholders would otherwise be entitled to receive on the applicable dividend payment date. Further details about how to participate in the Plan will be provided when Veresen announces its December 2011 dividend.
Conference Call Advisory
Veresen will host a conference call and webcast to discuss the Hythe/Steeprock acquisition today at 2:00 p.m. MT (4:00 p.m. ET). A presentation will be available prior to the conference call at www.vereseninc.com.
Dial-in: 1 (888) 231-8191 or 1 (647) 427-7450 conference ID 34701373
Webcast: http://event.on24.com/r.htm?e=387346&s=1&k=9CDE3C7953F2CB1CD49FD0374D26B590
™   denotes trademark of Canaccord Genuity Corp.
A replay of the call will be available from 4:00 p.m. MT (6:00 pm ET) on December 7, 2011 by dialing 1-855-859-2056 and 1-416-849-0833. The passcode is 34701373, followed by the pound sign. The replay will expire at midnight (ET) on December 14, 2011. The webcast will be archived for one year.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the subscription receipts in the United States, in any province or territory of Canada or in any other jurisdiction. The subscription receipts to be offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws and may not be offered or sold in the United States absent registration or absent an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. There shall be no sale of the subscription receipts in any jurisdiction in which an offer to sell, a solicitation of an offer to buy or a sale would be unlawful.
About Veresen Inc.
Veresen is a publicly-traded dividend paying corporation based in Calgary, Alberta, that owns and operates energy infrastructure assets across North America.  Veresen is engaged in three principal businesses: a pipeline transportation business comprised of interests in two pipeline systems, the Alliance Pipeline and the Alberta Ethane Gathering System; a midstream business which includes ownership interests in a world-class natural gas liquids extraction facility near Chicago and other natural gas and NGL processing energy infrastructure; and a power business with renewable and gas-fired facilities and development projects in Canada and the United States, and district energy systems in Ontario and Prince Edward Island. Veresen and each of its pipeline, midstream and power businesses are also actively developing a number of greenfield projects.  In the normal course of its business, Veresen and each of its businesses regularly evaluate and pursue acquisition and development opportunities.
Veresen’s common shares and 5.75% convertible unsecured subordinated debentures, Series C due July 31, 2017 are listed on the Toronto Stock Exchange under the symbols “VSN” and VSN.DB.C”, respectively. For further information, please visit www.vereseninc.com.
Resource Disclosure
Resource estimates in this News Release have an effective date of December 31, 2011 and have been prepared by GLJ, independent qualified reserves evaluators, in accordance with the Canadian Oil and Gas Evaluation Handbook (the “COGE Handbook”).
“Resources” are quantities of recoverable natural gas that have not met the reserves requirements at the time of the estimate. “Contingent Resources” are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations using established technology or technology under development, but which are not currently considered to be commercially recoverable due to one or more contingencies. Contingencies may include factors such as economic, legal, environmental, political, and regulatory matters, or a lack of markets. Contingent resources are further classified in accordance with the level of certainty associated with the estimates and may be sub-classified based on economic status. There are three categories in evaluating Contingent Resources: Low Estimate, Best Estimate and High Estimate. The resource estimates presented in this News Release all refer to the Best Estimate category. Best Estimate is a classification of resources described in the COGE Handbook as being considered to be the best estimate of the quantity that will actually be recovered. It is equally likely that the actual remaining quantities recovered will be greater or less than the Best Estimate. If probabilistic methods are used, there should be a 50% probability (P50) that the quantities actually recovered will equal or exceed the Best Estimate. There is no certainty that it will be commercially viable to produce any portion of the contingent resources disclosed in this News Release.
Forward-Looking Information
Certain information contained herein relating to, but not limited to, Veresen and its businesses, the acquisition, the offering of the subscription receipts and the entering into of the new credit facilities, constitutes forward-looking information under applicable securities laws.  All statements, other than statements of historical fact, which address activities, events or developments that Veresen expects or anticipates may or will occur in the future, are forward-looking information.  Forward-looking information typically contains statements with words such as “may”, “estimate”, “anticipate”, “believe”, “expect”, “plan”, “intend”, “target”, “project”, “forecast” or similar words suggesting future outcomes or outlook.  Forward-looking statements in this news release include, but are not limited to, statements with respect to the timing of closing of the acquisition of the Hythe/Steeprock complex, the sources of financing of the acquisition, the timing of the completion of the subscription receipt offering and new credit facilities, the anticipated retention of operational employees, the use of the proceeds of the subscription receipt offering, the average take-or-pay volumes under the Midstream Services Agreement, average annual fees from the Hythe/Steeprock complex over the next five years, expected returns and contributions to cash flow from the acquisition, contingent resources in the Cutbank Ridge region, potential future increases in production in the Cutbank Ridge region, the impact of Hythe/Steeprock complex acquisition on Veresen’s tax horizon, opportunities for future midstream infrastructure investment,Veresen’s plan to provide for the premium cash payment under its Premium Dividend™ and Dividend Reinvestment Plan and Veresen’s forecast of 2012 and 2011 distributable cash, annual dividend payment and dividend payout ratio.  The forward-looking information included herein involves significant risks, uncertainties and other factors.  Such risks, uncertainties and other factors include, but are not limited to, risks relating to closing of the acquisition, the potential for undisclosed liabilities associated with the acquisition, realizing the expected benefits from the acquisition, increased indebtedness as a result of completing the acquisition and the availability of the new senior credit facilities.  Additional information on risks, uncertainties and factors that could affect the foregoing forward-looking information and/or Veresen’s operations or financial results is included in its filings with the securities commissions or similar authorities in each of the provinces of Canada, as may be updated from time to time and will be included in the prospectus supplement relating to the offering.  Readers are also cautioned that such additional information is not exhaustive.  The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these factors are independent and management’s future course of action would depend on its assessment of all information at that time.  Although Veresen believes that the expectations conveyed by the forward-looking information are reasonable based on information available on the date of preparation, no assurances can be given as to future results, levels of activity and achievements.  Undue reliance should not be placed on the information contained herein, as actual results achieved will vary from the information provided herein and the variations may be material.  Veresen makes no representation that actual results achieved will be the same in whole or in part as those set out in the forward-looking information.  Furthermore, the forward-looking statements contained herein are made as of the date hereof, and Veresen does not undertake any obligation to update publicly or to revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable laws.  Any forward-looking information contained herein is expressly qualified by this cautionary statement.

Steeprock Gas Processing Plant (CNW Group/Veresen Inc.)

Image with caption: “Hythe Gas Processing Plant (CNW Group/Veresen Inc.)”. Image available at: http://photos.newswire.ca/images/download/20111207_C4877_PHOTO_EN_7932.jpg
Image with caption: “Steeprock Gas Processing Plant (CNW Group/Veresen Inc.)”. Image available at: http://photos.newswire.ca/images/download/20111207_C4877_PHOTO_EN_7933.jpg

Stephen H. White
President and CEO
Richard G. Weech
Senior Vice President
Finance and CFO
David I. Holm
Executive Vice President
Corporate and Business Development
http://tourism9.com/