CGX Completes Private Placement and Announces Board and Management Changes
/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES/
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
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
-- 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
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.
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
Charlotte May, Communications Manager (416) 364-3353 firstname.lastname@example.org
SOURCE: CGX Energy Inc.
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-0- Apr/26/2013 14:02 GMT
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