ROAD TOWN, Tortola, British Virgin Islands, April 28 /CNW/ - CIC Energy
Corp. ("CIC Energy" or the "Company") (TSX: ELC) (BSE: CIC Energy)
provides the following outlook on the proposed acquisition of the
Company by JSW Energy Limited ("JSW"). Recently there were discussions
among JSW, CIC Energy and the Government of Botswana ("GoB") in
relation to the Company obtaining a comfort letter from the GoB in
relation to the Company's 300 MW Mookane Domestic Power Project, as
required under the Supplementary Agreement of December 16, 2010 (as
amended) between JSW and CIC Energy. Following these discussions the
Company expects that GoB and JSW will enter into discussions and
negotiations in relation to key commercial terms that may be acceptable
to GoB and JSW on such a project. These discussions and negotiations
are expected to be completed by the end of May 2011.
Should JSW's negotiations with GoB be successful, CIC Energy anticipates
that amendments to the Supplementary Agreement would need to be agreed
between JSW and CIC Energy, in order to conclude the proposed
acquisition. If CIC Energy and JSW reach agreement respecting such
amendments, and certain commercial conditions precedent contained in
the current Supplementary Agreement have been satisfied or waived by
May 31, 2011, it is expected that the timing of the closing of the
proposed acquisition will be delayed by several weeks.
Another news release will be issued prior to the end of May to update
shareholders on the status of these negotiations.
The obligation of JSW to complete the proposed acquisition of the
Company is subject to (among other things) the Company having obtained
such a comfort letter from the GoB satisfactory to JSW. Should this
condition precedent, or any other conditions precedent, not be
satisfied or waived, then JSW will be entitled not to proceed with the
proposed acquisition of the Company. If the proposed acquisition of the
Company is not completed by May 31, 2011, either CIC Energy or JSW will
be entitled to terminate the Supplementary Agreement in accordance with
Should the Supplementary Agreement be terminated, CIC Energy will review
its strategic plans, including exploring alternative corporate
transactions. CIC Energy continues to receive expressions of interest
in relation to corporate transactions from other major corporations,
but is not responding to these expressions of interest in compliance
with the Supplementary Agreement with JSW.
"While there are a number of other conditions precedent outstanding, the
main issue is reaching agreement on the comfort that JSW and GoB are
looking for on the 300 MW power station project," said Warren Newfield,
CEO of CIC Energy. "If this issue is not resolved by the end of May,
the Special Committee and the Board will make a decision whether to
terminate the transaction or agree to a further extension, after due
consideration of the circumstances at such time."
CIC Energy will host a conference call with Warren Newfield, CEO and
Chairman, and Greg Kinross, President to discuss this news release on
Friday April 29, 2011 at 10:00 a.m. Eastern Time (4:00 p.m. SAST).
To participate in the conference call, investors and media from the US
and Canada should dial 1-888-231-8191 prior to the scheduled start time. International callers should dial +1 (647) 427-7450. The conference ID is 62171458.
To hear a replay of the conference call dial 1-800-642-1687 (toll free
in Canada and the US) and +1-416-849-0833 (International callers), and
the password is 62171458. The replay will be available approximately
two hours after the conference call ends.
CIC Energy will offer an archived webcast of the conference call,
accessible from the Company's web site at www.cicenergy.com.
About CIC Energy Corp.
CIC Energy Corp. is engaged in the advancement of the Mmamabula Energy
Complex at the Mmamabula Coal Field in Botswana, Africa. This planned
Complex consists of one or more Power Projects, an Export Coal Project
and a potential Coal-to-Hydrocarbons Project.
CIC Energy has a treasury of approximately CDN$17 million and has
52,573,969 shares outstanding and 70,140,417 shares fully diluted
including 13,061,448 warrants which have not vested. CIC Energy is listed on the Toronto
Stock Exchange (TSX:ELC) and the Botswana Stock Exchange (BSE:CIC
This news release contains certain "forward-looking information". All
statements, other than statements of historical fact that address
activities, events or developments that CIC Energy believes, expects or
anticipates will or may occur in the future are forward looking
information. Such forward looking information reflects the current
expectations or beliefs of CIC Energy based on information currently
available to CIC Energy. Such forward-looking information includes,
among other things, the expected discussions and negotiations
(including the subject matter thereof) between GoB and JSW and the
expected timing for the commencement and completion of such
negotiations, the potential for amendments to the Supplementary
Agreement and delay in the timing for closing the proposed acquisition,
as well as the potential for termination of the Supplementary
Agreement, the Company's plans in the event the Supplementary Agreement
is terminated, the possibility of any further extensions under the
Supplementary Agreement should the issue regarding comfort on a 300 MW
power station project not be resolved by the end of May and the
intended timing for the Company's next update on the status of
negotiations between GoB and JSW. Forward-looking information is
subject to significant risks and uncertainties and other factors that
could cause the actual results to differ materially from those
discussed in forward-looking information, and even if such actual
results are realized or substantially realized, there can be no
assurance that they will have the expected consequences to, or effects
on, CIC Energy or its shareholders. Factors that could cause actual
results or events to differ materially from current expectations
include, but are not limited to, JSW failing to waive the condition
precedent relating to the renewal of the "Mmamabula South" prospecting
licence (as disclosed in the Company's March 31, 2011 news release),
the failure of CIC Energy or JSW to satisfy the conditions precedent to
the completion of the acquisition (including, but not limited to, the
failure by CIC Energy to satisfy the condition precedent relating to
the alleged dispute with GCL Botswana, the failure to obtain any
required governmental assurances (including the comfort letter from the
GoB described in this news release) and/or regulatory approvals, the
occurrence of a material adverse change respecting the Company and/or
the failure of CIC Energy to amend and/or terminate certain contracts
within the requisite time) and alternative transactions involving third
parties which may result in the termination of the Company's agreement
with JSW and/or the terms of such agreement being changed.
Forward-looking information speaks only as of the date on which it is
made and, except as may be required by applicable securities laws, CIC
Energy disclaims any intent or obligation to update any forward-looking
information, whether as a result of new information, future events or
results or otherwise. Although CIC Energy believes that the assumptions
inherent in forward-looking information (including, without limitation,
that the conditions to completing the acquisition will be satisfied or
waived within the times required) are reasonable, forward-looking
information is not a guarantee of future performance and accordingly,
undue reliance should not be put on such information due to the
inherent uncertainty therein.
SOURCE CIC Energy Corp.
For further information:
For additional information on CIC Energy and its projects visit the Company's website at www.cicenergy.com or contact:
Erica Belling, CFA, P.Eng.
VP Investor Relations
Tau Capital Corp.
Tel: (416) 361-9636 x 243