N@N

Xinergy Corp. Announces Proposed Private Offering of $200 Million Senior Secured Notes due 2019

^{Published on 2011-04-25 04:05:57 - Market Wire}
 

KNOXVILLE, TN, April 25 /CNW/ - Xinergy Corp., a wholly-owned subsidiary of Xinergy Ltd. (TSX:XRG), a U.S. Central Appalachian producer of high quality coal, announced today that it intends, subject to market and other conditions, to offer $200,000,000 aggregate principal amount of its Senior Secured Notes due 2019 (the "Notes") in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Notes will be guaranteed on a senior secured basis by Xinergy Ltd. and its existing and future material subsidiaries (other than Xinergy Corp.) that are organized in the United States or, subject to limited exceptions, Canada.

The Notes and the related guarantees will be offered in the United States only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act.  The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from registration under the Securities Act and applicable state securities laws, and may not be offered or sold outside the United States without compliance with applicable foreign securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sales of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Xinergy Ltd.

Headquartered in Knoxville, Tennessee, Xinergy Ltd., through its wholly owned subsidiary, Xinergy Corp. and its subsidiaries, is engaged in coal mining in eastern Kentucky and West Virginia. Currently, Xinergy sells high quality coal to electric utilities and industrial companies throughout the south-eastern United States. For more information, please visit [ www.xinergycorp.com ].

Forward-Looking Information

This release contains "forward-looking information" relating to offering of the Notes. Forward-looking information should not be read as a guarantee of future performance and will not necessarily be accurate indications of the times at, or by which, that performance will be achieved. There are several risks that could cause actual performance to differ materially from those expressed in or suggested by the forward-looking information which are more fully described in Xinergy Ltd.'s filings with the Canadian Securities Administrators, including its Annual Information Form for the year ended December 31, 2010, available on SEDAR at [ www.sedar.com ]. You should not put undue reliance on any forward-looking information. We assume no obligation to update forward-looking information, except to the extent required by applicable securities laws.