Cygam Announces Private Placement Offerings for Proceeds of Up to $15 Million
December 10 2012 - 6:15AM
Marketwired Canada
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
CYGAM Energy Inc. (TSX VENTURE:CYG) ("CYGAM", or the "Company"), an emerging oil
and gas company with interests in Tunisia and Italy, announces it is proceeding
with (i) a non-brokered private placement of units of the Company ("Units") at a
price of $1,000 per Unit for a maximum of $7.5 million in gross proceeds (the
"Unit Offering") and (ii) a non-brokered private placement of common shares of
the Company ("Common Shares") at a price of $0.35 per share for a maximum of
$7.5 million in gross proceeds (the "Share Offering" and together with the Unit
Offering the "Private Placement"). There will be 135.1 million Common Shares
outstanding if the Share Offering is fully subscribed for (excluding any Common
Shares issuable pursuant to the Warrants (as defined below)).
Each Unit will consist of $1,000 principal amount of unsecured debentures of the
Company (the "Debentures") and 1,000 common share purchase warrants of the
Company (the "Warrants"). The Debentures will mature on December 31, 2017, bear
interest at a rate of 10% payable quarterly in arrears commencing on March 31,
2013. The Debentures may be redeemed at the option of the Company at any time
after December 31, 2015, in whole or in part from time to time, on not more than
60 days and not less than 30 days prior notice, at a price equal to their
principal amount plus accrued and unpaid interest to, but excluding, the date
fixed for redemption.
Each Warrant will entitle the holder to acquire one Common Share at a price of
$0.50 per share on or before December 31, 2015, unless (i) during the period
commencing on the date that is four months following the issue date and ending
on December 31, 2015, the daily volume weighted average trading price of the
Common Shares on the TSX Venture Exchange (or such other stock exchange where
the majority of the trading volume occurs) exceeds $0.75 for each day of a
period of 20 consecutive trading days, and (ii) the Company gives the holders of
the Warrants written notice of such occurrence within 30 days of such
occurrence, in which case the Warrants will expire at 4:00 pm (Calgary time) on
the 30th day following the giving of such notice.
The Company intends to use the proceeds raised to support the ongoing field
development program in the Bir Ben Tartar Concession, exploration activities in
the Sud Remada permit in Tunisia and for general corporate purposes.
The Units and Common Shares will be offered by way of private placement to
accredited investors under applicable securities laws in the Provinces of
British Columbia, Alberta, Saskatchewan, Manitoba and Ontario and such other
jurisdictions as the Company may determine. The Common Shares, Debentures,
Warrants and Common Shares issuable on the exercise of the Warrants will be
subject to a hold period of four months and one day from the closing date as
well as other restrictions with respect to sales from control positions.
The Private Placement is expected to be completed by December 31, 2012 (or other
dates as agreed to by the Company and the subscribers, provided that such date
is no later than 60 days following the date of this news release) and is subject
to certain customary conditions and regulatory approvals, including the approval
of the TSX Venture Exchange. The Company may elect to pay finders' fees payable
in cash to arm's length parties in connection with the Private Placement as
permitted under the policies of the TSX Venture Exchange.
About CYGAM Energy Inc.
CYGAM is a Calgary based exploration company with extensive international
exploration permits and producing properties in Tunisia. The main focus of the
Company is the acquisition, exploration and development of international oil and
gas permits, primarily in Italy, Tunisia and the Mediterranean Basin. CYGAM
currently holds various interests in seven exploratory permits in Italy and
three exploratory permits in Tunisia encompassing approximately 2.7 million
gross acres.
Forward Looking Information
In the interest of providing shareholders and potential investors with
information regarding CYGAM, including management's assessment of the future
plans and operations of CYGAM, certain statements contained in this news release
constitute forward looking statements or information (collectively
"forward-looking statements") within the meaning of applicable securities
legislation. Forward-looking statements are typically identified by words such
as "anticipate", "continue", "estimate", "expect", "forecast", "may", "will",
"project", "could", "plan", "intend", "should", "believe", "outlook",
"potential", "target" and similar words suggesting future events or future
performance. In particular, this news release contains, without limitation,
forward-looking statements pertaining to: the number of Units, Common Shares and
Warrants to be issued; the gross proceeds and the use thereof; the terms of the
Warrants and Debentures; and the closing date of the Private Placement.
With respect to the forward-looking statements contained in this news release,
CYGAM has made assumptions regarding, among other things: the timing of closing
of the Private Placement; the receipt of regulatory approval; current industry
conditions; and the general economic conditions in North America, Tunisia, Italy
and globally; future capital expenditure levels; future oil and natural gas
prices; ability to obtain equipment in a timely manner to carry out exploration
and development activities. Although CYGAM believes that the expectations
reflected in the forward-looking statements contained in this news release, and
the assumptions on which such forward-looking statements are made, are
reasonable, there can be no assurance that such expectations will prove to be
correct. Readers are cautioned not to place undue reliance on forward-looking
statements included in this news release, as there can be no assurance that the
plans, intentions or expectations upon which the forward-looking statements are
based will occur. By their nature, forward-looking statements involve numerous
assumptions, known and unknown risks and uncertainties that contribute to the
possibility that predictions, forecasts, projections and other forward-looking
statements will not occur, which may cause CYGAM's actual performance and
financial results in future periods to differ materially from any estimates or
projections of future performance or results expressed or implied by such
forward looking statements. These risks and uncertainties include, without
limitation: political and security risks associated with the Tunisian
operations; risks associated with the operation of CYGAM's assets by third
parties, including the limited ability of CYGAM to exercise influence over the
operation of those assets or their associated costs, the timing and amount of
capital expenditures, the approval of other participants, and the selection of
technology and risk management practices; risks associated with oil and gas
exploration, development, exploitation, production, marketing and
transportation, loss of markets, volatility of commodity prices, currency
fluctuations, imprecision of reserve and resource estimates, the continued
impact of shut-in production, environmental risks, competition from other
producers, inability to retain drilling rigs and other services, capital
expenditure costs, including drilling, completion and facilities costs,
unexpected decline rates in wells, delays in projects and/or operations
resulting from surface conditions, wells not performing as expected; delays
resulting from or inability to obtain the required regulatory approvals and
ability to access sufficient capital from internal and external sources. As a
consequence, actual results may differ materially from those anticipated in the
forward-looking statements.
Readers are cautioned that the forgoing list of factors is not exhaustive.
Additional information on these and other factors that could affect CYGAM's
operations and financial results are included reports on file with Canadian
securities regulatory authorities and may be accessed through the SEDAR website
(www.sedar.com) and at CYGAM's website (www.cygamenergy.com). Furthermore, the
forward-looking statements contained in this news release are made as at the
date of this news release and CYGAM does not undertake any obligation to update
publicly or to revise any of the forward-looking statements, whether as a result
of new information, future events or otherwise, except as may be required by
applicable securities laws.
This news release shall not constitute an offer to sell or the solicitation of
an offer to buy any securities nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful. The
securities issued pursuant to the Private Placement described herein have not
been and will not be registered under the United States Securities Act of 1933
and may not be offered or sold in the United States except in transactions
exempt from such registration.
FOR FURTHER INFORMATION PLEASE CONTACT:
CYGAM Energy Inc
David Taylor
President and Chief Executive Officer
david.taylor@cygamenergy.com
CYGAM Energy Inc
Al Robertson
Chief Financial Officer
(403) 802 6983
al.robertson@cygamenergy.com
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