The masters of Friday afternoon NRs came out with another whopper. The loand deal is signed! Not exactly sure why they had to NR but perhaps it means that $19mil is not in CGX bank account. I guess that is good news. Would be better if they had sourced another $50-100mil from a JV partner. Anyhow, it is beolw. If someone has a better interpretation, let me know.
Could this be why the SP has been held down at 89c for these past few weeks?! They needed this completed? Let's see what happens next week.
CGX Energy Completes US$19 Million Loan Agreement Toronto, Ontario--(Newsfile Corp. - May 28, 2021) - CGX Energy Inc. (TSXV: OYL) ("
CGX Energy" or the "
Company") today announced that they have completed the loan agreement (the "
Loan Agreement") with Frontera Energy Corporation ("
Frontera") related to the US$19 million loan (the
"Loan") previously announced on April 16, 2021, that will enable CGX Energy to continue to finance its share of costs related to the Corentyne, Demerara and Berbice blocks, the Berbice Deepwater Port, and other budgeted costs.
The transactions described herein between CGX Energy and Frontera are related party transactions under Multilateral Instrument 61-101
Protection of Minority Security Holders in Special Transactions but are exempt from the obligations to obtain a formal valuation and approval from a minority of shareholders. The material change report to be filed by CGX Energy in connection with this news release will contain the required disclosure regarding such exemptions.
Additional Information The maximum number of common shares of CGX Energy (the "
Common Shares") which may be acquired by Frontera upon the conversion of the Loan is 26,685,393 Common Shares, which would increase Frontera's interest in CGX Energy from 73.85% to 76.07% of the issued and outstanding Common Shares on a partially diluted basis. Any Common Shares issued in connection with the conversion of the Loan are subject to a statutory hold period expiring on September 29, 2021. The Loan remains subject to final acceptance by the TSX Venture Exchange.
Immediately prior to entering into the Loan Agreement, Frontera beneficially owned and/or exercised control or direction over 212,392,155 Common Shares (representing approximately 73.85% of the issued and outstanding Common Shares on a non-diluted basis). Immediately after entering into the Loan Agreement, assuming conversion of the Loan for the maximum number of Common Shares which may be acquired by Frontera upon conversion, Frontera will beneficially own and/or exercise control or direction over 239,077,548 Common Shares (representing approximately 76.07% of the issued and outstanding Common Shares on a partially-diluted basis).
Frontera holds CGX Energy Common Shares for investment purposes. Frontera may, from time to time and depending on market and other conditions, acquire additional Common Shares and/or other equity, debt or other securities or instruments of CGX Energy in the open market or otherwise, and reserves the right to dispose of any or all of such securities in the open market, by private agreement or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of CGX Energy and/or Frontera and other relevant factors. This press release is also issued pursuant to National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed by Frontera on SEDAR (
www.sedar.com) containing additional information with respect to the foregoing matters. To receive a copy of the early warning report filed in respect of the above matters, please contact Brent Anderson at +1 (403) 705-8827.
A material change report is not being filed more than 21 days prior to closing of the Private Placement due to there being less than 21 days between the satisfaction of conditions precedent to the Loan and completion of the Loan Agreement.