/NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES/
TORONTO, Aug. 29 /CNW/ - Quetzal Energy Inc. ("Quetzal") announces that
it is amending the terms of its public offering (the "Offering") of units
("Units"), each unit consisting of one common share of Quetzal and one common
share purchase warrant ("Warrant"). Up to 20 million Units will be offered at
a price of $0.50 per Unit, with a minimum offering of 12 million Units.
Anticipated gross proceeds are a minimum of $6 million and a maximum of
$10 million. Each Warrant is exercisable for two years following the date of
the first closing of the Offering at an exercise price of $0.75 per common
share, provided that, in the event that Quetzal lists its common shares on
Tier 1 of the TSX Venture Exchange or on the Toronto Stock Exchange, the term
of the Warrants will be extended by 36 months for a total term of five years.
A receipt for a final prospectus dated June 30, 2008 relating to
Quetzal's initial public offering was granted by the securities regulatory
authorities in each of Ontario, British Columbia and Alberta. Since this time,
due to market conditions, the Offering price has been reduced, the number of
Units has been increased and each Unit now will include a full Warrant rather
than the previously announced one-half Warrant. Quetzal anticipates filing an
amended and restated final prospectus with the new Offering terms as soon as
The Offering is led by D&D Securities Company (the "Agent") on a "best
efforts" basis by way of long form prospectus. The Offering is expected to
have an initial closing on or about September 25, 2008, and is subject to
certain conditions, including, but not limited to, receipt of all necessary
approvals, including the approval of the TSX Venture Exchange and a receipt
for the amended and restated prospectus.
This news release does not constitute an offer to sell, or the
solicitation of an offer to buy, the units, the common shares, and the
warrants (collectively the "Securities") in any jurisdiction, including the
United States, or to, or for the account or benefit of, U.S. persons absent
U.S. registration or an applicable exemption therefrom, nor shall there be any
sale of the Securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such state. The Securities being offered will not be, and have not
been, registered under the United States Securities Act of 1933, as amended,
and may not be offered or sold within the United States or to, or for the
account or benefit of, a U.S. person, absent U.S. registration or an
applicable exemption therefrom.
About Quetzal Energy Inc.
Quetzal is a junior oil and gas company with properties in Guatemala.
This press release contains certain forward-looking statements within the
meaning of applicable securities law. Forward-looking statements are
frequently characterized by words such as "plan", "expect", "project",
"intend", "believe", "anticipate", "estimate" and other similar words, or
statements that certain events or conditions "may" or "will" occur.
Forward-looking statements are based on the opinions and estimates of
management at the date the statements are made and are subject to a variety of
risks and uncertainties and other factors that could cause actual events or
results to differ materially from those projected in the forward-looking
statements. Quetzal cannot assure that actual results will be consistent with
these forward looking statements. They are made as of the date hereof and are
subject to change and Quetzal assumes no obligation to revise or update them
to reflect new circumstances, except as required by law. Prospective investors
should not place undue reliance on forward-looking statements. These factors
include the inherent risks involved in the exploration for and development of
crude oil and natural gas properties, the uncertainties involved in
interpreting drilling results and other geological and geophysical data,
fluctuating energy prices, the possibility of cost overruns or unanticipated
costs or delays and other uncertainties associated with the oil and gas
industry. Other risk factors could include risks associated with negotiating
with foreign governments as well as country risk associated with conducting
international activities, and other factors, many of which are beyond the
control of Quetzal.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy and accuracy of this release.
For further information:
For further information: Steven Reynolds, Chief Executive Officer, at
Tel: (416) 362-9096, e-mail: email@example.com