CGX Completes Private Placement and Announces Board and Management Changes
CGX Completes Private Placement and Announces Board and Management Changes
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TORONTO, April 26, 2013 /CNW/ - CGX Energy Inc. (TSX-V - OYL) ("CGX" or the "Company") is pleased to announce that it has closed its previously announced brokered private placement raising $37,008,900 by issuing 370,089,000 units (the "Units") at a price of $0.10 per Unit (the "Offering"). Each Unit is comprised of one common share in the capital of the Company (a "Common Share") and one common share purchase warrant of the Company (a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share at any time until April 26, 2018 at an exercise price of $0.17.
Pacific Rubiales Energy Corp. ("Pacific Rubiales") subscribed for 350,000,000 Units, which increases Pacific Rubiales' ownership of CGX to 494,434,285 Common Shares, representing approximately 63.2% of the issued and outstanding shares in the capital of the Company on a non-diluted basis. If Pacific Rubiales exercises all of the Warrants, it would hold a total of 844,434,285 Common Shares representing approximately 74.6% of the issued and outstanding shares in the capital of the Company.
As compensation for its services in connection with the Offering, GMP Securities L.P. was paid a fee of 4% on the subscription of units by Pacific Rubiales and 6% on the subscription of Units by other purchasers.
The securities issued in connection with the Offering are subject to a statutory hold period of four months plus one day in accordance with applicable securities legislation. Completion of the Offering is subject to receipt by the Company of the final approval of the TSX Venture Exchange in connection therewith.
The net proceeds from the private placement, after payment of commissions and expenses related to the Offering, will be used by CGX as follows:
-- US$15,332,469 owing to Repsol Exploración S.A. ("Repsol"), Tullow Guyana B.V. and YPF S.A. (collectively, the "Partners") pursuant to the Joint Operating Agreement among the Partners in relation to the Georgetown Petroleum Agreement, -- up to a maximum of $2,000,000 for change of control payments to officers, directors, employees and consultants of the Company who are no longer with the Company following closing of the Offering, and -- to fund expenditures related to the Company's oil and gas exploration activities and for general corporate purposes. Board and Management Changes In accordance with the subscription agreement entered into with Pacific Rubiales on March 25, 2013, the following individuals have been appointed to the board of directors of CGX (the "Board"): Serafino Iacono, Co-Chairman and director of Pacific Rubiales, Ronald Pantin, Chief Executive Officer and director of Pacific Rubiales, and Dennis Mills, a director of Pacific Rubiales. Resignations from the Board include Kerry Sully, Denis Clement and Adrian Jackson. Suresh Narine, John Cullen and Dennis Pieters will remain on the Board. Serafino Iacono and Suresh Narine will each act as Co-Chairman of the Company. Dewi Jones has been appointed to the position of Chief Executive Officer and Michael Galego has been appointed General Counsel and Secretary. Kerry Sully, President and Chief Executive Officer, John Clarke, Vice President, Corporate Development, and Michael Stockinger, Chief Operating Officer have resigned effective April 26, 2013. Dewi Jones was formerly with CGX as Executive Vice President, Exploration until his resignation on September 30, 2012. Mr. Jones is an upstream exploration and development professional with 27 years of technical and hands-on managerial experience focused on Latin America and the Caribbean. Mr. Jones began his career with Occidental Petroleum in his native country of Colombia and held several international technical positions in his 10 year tenure with Occidental Petroleum. He then held several senior technical and management positions with companies including Coastal Oil & Gas Corporation, Pioneer Natural Resources and Samson International Ltd. before joining Repsol/YPF in 2004 where he served as Exploration Manager for the Caribbean Region, including the Guyana-Suriname Basin, and in the same capacity for the Pacific Region of South America. Michael Galego has been a lawyer for more than six years and he has been Deputy General Counsel and Secretary for Pacific Rubiales since June 2010. Prior to joining Pacific Rubiales, Mr. Galego acted as legal counsel to several public companies operating in the Latin American resource sector. Mr. Galego began his legal career as an associate in the business law department of Osler, Hoskin & Harcourt LLP. Suresh Narine, Co-Chairman of the Company, stated: "This financing heralds an exciting new chapter in CGX's partnership with the people and Government of Guyana. I am delighted to welcome Pacific Rubiales to this partnership, as CGX's majority shareholder. With Pacific Rubiales' involvement, CGX looks forward to extending Pacific Rubiales' amazing 83% exploration success rate to the Guyana-Suriname basin. I am also especially pleased to welcome Dewi Jones back to the Company as CEO. Dewi not only brings a wealth of experience to CGX, but also a deep understanding of the Company and the Guyana-Suriname basin. In closing, I would like to take this opportunity on behalf of the Board to thank Kerry Sully, Denis Clement and Adrian Jackson for their service to CGX and to wish them the best in their future endeavours." About CGX Energy CGX is a Canadian-based oil and gas exploration company focused on the exploration of oil in the Guyana-Suriname Basin, an area in which the United States Geological Survey estimated a Pmean oil resource potential of 13.6 billion barrels in their Assessment of Undiscovered Conventional Oil and Gas Resources of South America and the Caribbean, 2012. NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE. Forward-Looking Statements: This press release contains forward-looking statements. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. The forward-looking statements are based on certain key expectations and assumptions made by CGX. Although CGX believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because CGX can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. In addition to other risks that may affect the forward-looking statements in this press release and those set out in CGX's management discussion and analysis of the financial condition and results of operations for the year ended December 31, 2012. The forward-looking statements contained in this press release are made as of the date hereof and CGX undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. please contact: Charlotte May, Communications Manager (416) 364-3353 or firstname.lastname@example.org SOURCE: CGX Energy Inc. To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/April2013/26/c9018.html CO: CGX Energy Inc. ST: Ontario NI: 2575 WNEWS PVT -0- Apr/26/2013 14:02 GMT