Falcon Oil & Gas Ltd. announces terms of offering



    
    /NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
    NEWSWIRE SERVICES/
    

    (TSXV Symbol:  FO)

    DENVER, June 12 /CNW/ - Falcon Oil & Gas Ltd. (TSXV: FO) ("Falcon" the
"Company") today announces that it has entered into a definitive agency
agreement with Salman Partners Inc. to sell, on a commercially reasonable
efforts basis, up to $55,000,000 of units (the "Units"), at an offering price
of $1,000 per Unit (the "Offering"). Each Unit consists of $900 worth of 11%
convertible unsecured debentures (each a "Debenture") in the principal amount
of $1,000 due on the date that is four years following the closing of the
Offering (the "Maturity Date") and 250 common shares in the capital of the
Company. The Debentures will be issued in $1,000 principal amount increments
only and in no circumstances will the principal amount of any Debenture issued
be less than $1,000.
    Each Debenture will be convertible into common shares of the Company at
the option of the Debentureholder at any time prior to the close of business
on the earlier of the Maturity Date and the business day immediately preceding
the date fixed by the Company for redemption of the Debentures at a conversion
price of $0.60 per share, subject to adjustment in certain events (the
"Conversion Price"). If during the two year period following the closing the
volume weighted average trading price of the common shares of the Company is
$0.85 or greater for 20 consecutive trading days, the Debentures will
automatically be converted at the Conversion Price and Debentureholders will
be entitled to receive accrued and unpaid interest, in cash, to the end of the
first 12 month period or 24 month period after the closing, as the case may
be. To ensure that the Company is able to meet its interest payment
obligations to July 1, 2010 and to otherwise assist the Company in meeting its
obligations to the Debentureholders, an amount equal to the first two interest
payments payable under the Debentures will be deposited in escrow at closing.
    The TSX Venture Exchange (the "TSXV") has conditionally accepted for
filing the Company's short form prospectus qualifying the distribution of the
Units. Listing of the Debentures is subject to Falcon fulfilling all of the
requirements of the TSXV, including the distribution of the Debentures to a
minimum number of public securityholders.
    The net proceeds from the Offering will be used for development
activities on the areas covered by the Company's Hungarian exploration and
production licenses, as more particularly described in the final prospectus.
    Closing of the Offering is expected to occur on or about June 23, 2009
and is subject to certain conditions, including but not limited to, receipt of
all necessary securities regulatory approvals, including the final approval of
the TSXV.

    About Falcon Oil & Gas Ltd.

    Falcon Oil & Gas Ltd. is a British Columbia corporation in the business
of oil and gas exploration and production. It has operations in Hungary
through its wholly owned subsidiary TXM Oil and Gas Exploration, LLC, in
Romania through its wholly owned subsidiary JVX Energy Corporation, in
Colorado through its wholly owned subsidiary Falcon Oil & Gas USA, Inc., and
in Australia through its wholly owned subsidiary Falcon Oil & Gas Australia
Pty Ltd. Further information about Falcon is available at
www.falconoilandgas.com.

    In the interests of providing Company shareholders and potential
investors with information regarding the Company, including the Company's
assessment of its and its subsidiaries' future plans and operations, certain
statements included in this press release may constitute forward-looking
information or forward looking statements (collectively, "forward-looking
statements"). All statements contained herein that are not clearly historical
in nature are forward-looking, and the words "anticipate", "believe",
"expect", "estimate" and similar expressions are generally intended to
identify forward-looking statements. Similarly, forward-looking statements in
this press release include, but are not limited to anticipated developments of
the Company's drilling project in Hungary and the timing thereof, the
Company's drilling project in Romania and the timing thereof, capital
investment levels and the allocation thereof, pipeline capacity, government
royalty rates, reserve and resources estimates, the level of expenditures for
compliance with environmental regulations, site restoration costs including
abandonment and reclamation costs, exploration plans, acquisition and
disposition plans including farmout plans, net cash flows, geographic
expansion and plans for seismic surveys. In addition, please note that
statements relating to "reserves" or "resources" are deemed to be
forward-looking statements, as they involve the implied assessment, based on
certain estimates and assumptions, that the reserves and resources described
can be profitably produced in the future. Such statements represent the
Company's internal projections, estimates or beliefs concerning, among other
things, an outlook on the estimated amounts and timing of capital
expenditures, anticipated future debt levels and incentive fees or revenues or
other expectations, beliefs, plans, objectives, assumptions, intentions or
statements about future events or performance. These statements are only
predictions. Actual events or results may differ materially. Although the
Company believes that the expectations reflected in the forward-looking
statements are reasonable, it cannot guarantee future results, levels of
activity, performance or achievement since such expectations are inherently
subject to significant business, economic, competitive, political and social
uncertainties and contingencies. Many factors could cause the Company's actual
results to differ materially from those expressed or implied in any
forward-looking statements made by, or on behalf of, the Company and the
foregoing list of important factors is not exhaustive. These forward-looking
statements made as of the date hereof disclaim any intent or obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events or results or otherwise. Company shareholders and
potential investors should carefully consider the information contained in the
Company's filings with Canadian securities administrators at www.sedar.com
before making investment decisions with regard to the Company.

    
    The TSX Venture Exchange does not accept responsibility for the adequacy
    or accuracy of this release.
    





For further information:

For further information: Investor Relations, Falcon Oil & Gas Ltd: North
America: Brad Long, Toll Free (888) 541-3624, Direct (360) 332-9821,
blong@falconoilandgas.com; Europe: Alexander Hubbard-Ford, Phone + 44 (0) 20
79351543, Mobile + 44 (0) 7984481541, investor@falconoilandgas.com; Falcon Oil
& Gas Ltd., Marc Bruner, CEO, 1875 Lawrence Street, Suite 1400, Denver,
Colorado, 80202, USA, Phone (303) 893-1800, Fax (303) 572-8927

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Falcon Oil & Gas Ltd.

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