(TSX-V | OYL)
TORONTO, July 9, 2012 /CNW/ - CGX Energy Inc. (TSXV: OYL) ("CGX" or the "Company") is pleased to announce that, further to its press release dated May 28, 2012 and receipt of shareholder approval at the Company's annual and special meeting of shareholders held June 28, 2012, it has closed its private placement to Pacific Rubiales Energy Corp. ("Pacific Rubiales") of 85,714,285 units (the "Units") at a price per Unit of $0.35 for an aggregate purchase price of $30 million. Each unit consists of one common share and one-half of one common share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Warrant will be exercisable for one common share at an exercise price of $0.60 per common share for a period of 18 months following the date of issuance of the Units.
The common shares acquired by Pacific Rubiales are, and the common shares which may be acquired upon the exercise of the Warrants will be, subject to a hold period until November 10, 2012, in accordance with applicable securities legislation.
In connection with the closing of the private placement, Pacific Rubiales cancelled the promissory note representing the advance of $30 million to CGX on May 29, 2012. The proceeds from the private placement will be used to fund expenditures related to the Company's oil and gas exploration activities offshore Guyana and for general corporate purposes.
CGX has paid an advisory fee of 4% of the gross proceeds of the private placement to GMP Securities L.P.
The Units have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements.
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 13.8 billion barrels in their Assessment of Undiscovered Conventional Oil and Gas Resources of South America and the Caribbean, 2012. CGX is managed by a team of experienced oil and gas and finance professionals from Guyana, Canada, the United States and the United Kingdom.
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. More particularly, this press release contains statements that include, but are not limited to, the timing of the advance and related security, the closing of the private placement, the anticipated use of proceeds and the receipt of the required shareholder and stock exchange approvals. 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, 2011 and the three month period ended March 31 2012. The intended use of the net proceeds of the private placement by CGX may change if the board of directors of CGX determines that it would be in the best interests of CGX to deploy the proceeds for some other purpose.
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.
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