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| June 14, 2010 |
| CGX Announces $65 Million Short Form Prospectus Offering |
TORONTO, ONTARIO--(Marketwire - June 14, 2010) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
CGX Energy Inc. (TSX VENTURE:OYL) ("CGX" or the "Company) is pleased to announce that it has filed a preliminary prospectus in connection with a marketed public offering (the "Offering") of units (the "Units") in all of the provinces of Canada, other than Quebec. Each Unit shall be comprised of one common share of the Company (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share. Although the Offering will be priced in the context of the market, with final terms of the Offering, including the terms of the Warrants, to be determined at the time of pricing and entering into an agency agreement, the Company expects to issue Units with an aggregate value of approximately C$65 million. The Offering is being co-led by Cormark Securities Inc. and RBC Capital Markets on behalf of a syndicate of agents including Canaccord Genuity Corp., Dundee Securities Corporation, Macquarie Capital Markets Canada Ltd., Jennings Capital Inc. and Toll Cross Securities Inc. (collectively the "Agents").
The Company will also grant the Agents an over-allotment option to purchase additional Common Shares and/or Warrants in an amount up to 10% of the number of Common Shares and Warrants sold pursuant to the Offering, exercisable in whole or in part at any time up to 30 days after the closing of the Offering ("Closing").
CGX intends to use the net proceeds of the Offering: (i) to fund CGX's 25% share of the Jaguar well on the Georgetown license ("Jaguar"); (ii) to fund its 100% share of the Eagle well on the Corentyne license ("Eagle"); and (iii) for general corporate purposes.
CGX has been pursuing a potential joint venture partner on its interests in the Georgetown and Corentyne licences offshore Guyana. A number of companies were contacted, with 13 companies entering into confidentiality agreements with CGX to gain access to the data rooms assembled by CGX in connection with the joint venture process. As a result of the process and discussions with interested parties, CGX believes it has received external technical affirmation of the merits of its prospects. Although the joint venture process remains open and discussions are ongoing with potential partners, CGX has elected to complete this Offering to be able to secure a rig and other services for the drilling of its prospects in early 2011 in order to fulfill the exploration obligations on the Company's licenses.
CGX's partners for the Jaguar well, are Repsol Exploracion S.A. (15%), being the operator, YPF Guyana Limited (30%), and Tullow Guyana BV (30%). The Jaguar well is planned to be drilled in the first half of 2011 to a total depth of approximately 6,500 metres and will test the Cretaceous Turonian formation as the primary target. As a result of rig allotment amongst other operators in the Guyana Suriname Basin, CGX has adjusted its previous drilling plans for the Eagle well such that it will now be drilled immediately following the Jaguar well in the second quarter of 2011. In addition, since the Jaguar well will test the Cretaceous Turonian prospect at 6,500 metres, where success would effectively de-risk the Turonian prospect at the Eagle well, Eagle is now being targeted to just 3,300 metres to test the Tertiary Eocene trend at a cost of US$35 million. If the Jaguar well is successful, the Eagle drilling program is being designed such that the well could be deepened to test the Turonian.
The Company shall list the Common Shares forming part of the Units as well as the Common Shares issuable upon exercise of the Warrants forming part of the Units on the TSX-V, which listings shall be conditionally approved prior to Closing. Subject to meeting the listing requirements of the TSX-V, the Company will use commercially reasonable efforts to list the Warrants on the TSX-V at Closing.
The Units sold under the Offering will be offered by way of a short form prospectus in all provinces of Canada, except Quebec, and in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended and internationally pursuant to available exemptions.
Closing is scheduled to occur on or about July 7, 2010 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX-V and the applicable securities regulatory authorities.
Additional information on CGX Energy Inc. may also be examined and/or obtained through the internet by accessing the website of CGX at www.cgxenergy.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
Forward-Looking Statements:
This news release contains certain "forward-looking information" within the meaning of applicable securities law including statements regarding the proposed use of proceeds of the Offering. Forward looking information is 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. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is 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 information. These factors include the inherent risks involved in the exploration and development of oil and natural gas properties and the possibility of unanticipated costs and expenses. Completion of the proposed Offering is subject to certain risks and uncertainties including market risk with respect to marketing and pricing of the Units, receipt of all required regulatory approvals, including from the TSX Venture Exchange, completion of due diligence by the Agents and the satisfaction of all conditions to closing. For a description of the risks and uncertainties facing CGX and its business and affairs, readers should refer to CGX's Annual Information Form for the year ended December 31, 2009. CGX undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking statements.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICE PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE. | |
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