(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.
Forward-Looking Statements:
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.