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May 13 , 2005
CGX Energy Adopts Shareholder Rights Plan

Toronto, Ontario, CGX Energy Inc. (OYL.U – TSX-V) announces that its board of directors has adopted a shareholder rights plan (the "Rights Plan").  The purpose of the Rights Plan is to ensure, to the extent possible, that all shareholders of CGX are treated fairly in connection with any take-over bid and to provide sufficient time for the shareholders of CGX to consider any such transaction. In order for the Rights Plan to remain in effect, it is required to be ratified by the shareholders of CGX at the annual and special meeting of shareholders currently scheduled to be held on June 14, 2005.

 

Summary of Rights Plan

Under the Rights Plan, one right (a "Right") will be attached to each CGX common share. The Rights will become exercisable only if a person or group acquires or announces its intention to acquire 20% or more of the outstanding CGX common shares without complying with the "Permitted Bid" provisions of the Rights Plan. If such an acquisition or announcement was to occur, each right held by a CGX shareholder (other than the acquiring person or group and their related parties) would entitle the holder thereof to purchase US$20.00 worth of common shares at the market price (as defined in the Shareholder Rights Plan) for US$10.00 (i.e., at a 50% discount).

The Rights Plan defines a "Permitted Bid" as a bid made to all CGX shareholders in compliance with applicable laws, provided the bid is open for acceptance for at least 60 days. If at the expiry time of the Permitted Bid more than 50% of the outstanding CGX shares held by shareholders who are independent of the bidder have been tendered to the bid, the bidder may take up and pay for the shares provided the bidder first extends the bid for a period of 10 business days to allow other shareholders adequate time to consider whether to tender their shares to the bid.

The complete text of the Rights Plan will be filed with regulatory authorities in Canada and will be available on www.sedar.com.

CGX Energy is a Canadian-based oil and gas exploration company focused on the exploration for oil in the Guyana. CGX is managed by a team of experienced oil and gas and finance professionals from Canada, U.S.A. and the UK.  CGX is financed internationally and has thousands of shareholders worldwide.  For further information please contact: Kerry Sully, President & CEO at (604) 733-9647, Charlotte May, Investor Relations at (416) 364-3353 or Denis Clement, Director at (416) 364-1909 or visit our website at www.cgxenergy.com.

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THIS PRESS RELEASE WAS PREPARED BY CGX ENERGY INC., WHICH ACCEPTS THE RESPONSIBILITY AS TO ITS ACCURACY. THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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