/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE
SERVICES/
(TSX-V | OYL)
TORONTO, March 12, 2013 /CNW/ - CGX Energy Inc. (TSX-V - OYL) ("CGX" or
the "Company") announces that it is making an application to the
Ontario Securities Commission seeking an order to permanently cease
trade the Company's shareholder rights plan (the "Order"). The
provisions of the Company's shareholder rights plan were too
restrictive to allow the closing of the previously announced private
placement of a minimum of Cdn.$35,000,000 and a maximum of
Cdn.$40,000,000 of units of CGX (the "Units") at a price of Cdn.$0.14
per Unit (the "Private Placement"). Pacific Rubiales Energy Corp.
("Pacific Rubiales") has agreed to purchase all of the Units to be
issued under the minimum offering that are not subscribed for by other
investors. Obtaining the Order or redemption of the shareholder rights
plan is now a condition of closing the Private Placement.
As there can be no assurance that the Company will obtain the Order, the
Company will also schedule a special meeting of shareholders to be held
on or about April 25, 2012 to seek shareholder approval of the
redemption of the shareholder rights plan and approval of the Private
Placement in the event that the Order is not obtained. As previously
disclosed the Company also relied on the financial hardship exemption
from the minority approval requirements of Policy 5.9 of the TSX
Venture Exchange and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions in connection with the Private Placement.
The Private Placement that was originally scheduled to close on or
before March 11, 2013, will now close at such time as an Order is
granted, or shareholders grant approval at the special meeting of
shareholders.
Professor Suresh Narine, Executive Chairman of CGX, stated, "The value
of this transaction with Pacific Rubiales to the ongoing ability of CGX
to explore its highly prospective licenses continues to be of
significant importance to the future of the Company. CGX continues to
be optimistic about its future activities in the Guyana Suriname
basin."
About CGX Energy
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 13.6 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 closing of the private placement, the calling
and holding of a special meeting of shareholders and the receipt of the
Order. 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 three and nine month periods ended
September 30, 2012, the private placement could be delayed or not occur
if the Company is unable to obtain the Order or requisite shareholder
approval on the timelines it has planned, if the Company is unable to
continue as a going concern until the closing of the private placement,
or if some other condition to the closing is not satisfied. 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.
SOURCE: CGX Energy Inc.
