VANCOUVER, BC, July 10,
2023 /CNW/ - NG Energy International Corp.
("NGE" or the "Company") (TSXV: GASX) (OTCQX: GASXF)
announces securities position updates.
Early Warning Disclosure
The Company has been advised that following an acquisition of
3,000,000 common shares in the capital of NGE (each a "Common
Share") through the facilities of the TSX Venture Exchange, Mr.
Brian Paes-Braga has beneficial
ownership, direction or control of 10,054,220 Common Shares,
representing 8.04% of the issued and outstanding Common Shares and
would have beneficial ownership, direction or control of 12,945,720
Common Shares, representing 10.11% of the issued and outstanding
Common Shares, on a partially diluted basis, assuming the exercise
of warrants (2,516,500) and stock options (375,000). Prior to
the acquisition of Common Shares, Mr. Paes-Braga had beneficial
ownership, direction or control of 7,054,220 Common Shares
representing 5.64% of the issued and outstanding Common Shares, and
would have had beneficial ownership, direction or control of
9,945,720 Common Shares representing 7.77% of the issued and
outstanding Common Shares on a partially diluted basis assuming the
exercise of stock options and warrants. The consideration per
Common Share was $0.616467
($1,849,401 total).
The Company has been advised that Mr. Paes-Braga acquired these
securities for investment purposes and their acquisition will be
disclosed in an early warning report to be filed on SEDAR.
Mr. Paes-Braga may in the future acquire or dispose of securities
of the Company through the market, privately or otherwise, as
circumstances or market conditions warrant. As announced by the
Company on July 6, 2023 and
July 10, 2023, Mr. Paes-Braga intends
to participate in the Company's upcoming financing and conditional
on the closing of such financing will be appointed as the Chair of
the Company's board of directors.
The Company has further been advised that Mr. Frank Giustra and his related entities, in a
series of transactions, have disposed of an aggregate of 15,835,534
Common Shares through the facilities of the TSX Venture
Exchange.
Immediately prior to the disposition of Common Shares, Mr.
Giustra and his related entities owned or controlled 15,835,534
Common Shares, representing 12.66% of the issued and outstanding
Common Shares, 2,057,500 warrants, representing 3.63% of the
outstanding warrants of the Company, 225,000 stock options,
representing 1.81% of the outstanding stock options of the Company
and convertible debentures in the aggregate principal amount of
$2,000,000 (which are convertible
into 4,222,222 Common Shares), representing 4.20% of the
outstanding convertible debentures of the Company. Assuming full
conversion of the convertible debentures and the exercise of
underlying warrants, pre-existing warrants, and stock options, Mr.
Giustra would directly and indirectly own or control an aggregate
of 20,340,256 Common Shares, representing 15.69% of the issued and
outstanding Common Shares, on a partially diluted basis.
As a result of the disposition of Common Shares, Mr. Giustra and
his related entities no longer own or control any Common
Shares. Mr. Giustra would own or control, directly and
indirectly, 4,504,722 Common Shares, representing 3.48% of the
issued and outstanding Common Shares, on a partially diluted basis,
assuming the full conversion of his convertible debentures in the
aggregate principal amount of $2,000,000, (which are convertible into 4,222,222
Common Shares) and the exercise of underlying warrants,
pre-existing warrants, and stock options.
Mr. Giustra is no longer deemed a 10% holder of the Company and
will no longer be required to complete any further early warning
filings.
Mr. Giustra has filed an early warning report on SEDAR, pursuant
to National Instrument 62-103 (Early Warning Report) as required to
terminate his filing requirements. A copy of Mr. Guistra's early
warning report can be obtained from SEDAR at www.sedar.com.
About NG Energy International
Corp.
NG Energy International Corp. is a publicly traded E&P
company on a mission to provide a clean and sustainable solution to
Colombia's energy needs. The
Company intends on executing this mission by producing and bringing
gas to the premium priced Colombian gas market from the blocks,
SN-9, a 311,353 acres block which is adjacent to Canacol's Nelson
field, as well Maria Conchita, a
32,518-acre block located in the region of La Guajira. NGE's team
has extensive technical expertise and a proven track record of
building companies and creating value in South America. For more information, please
visit SEDAR (www.sedar.com) and the Company's website
(www.ngenergyintl.com).
Cautionary Statement Regarding
Forward-Looking Information
This news release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements") within the meaning of the applicable Canadian
securities legislation. All statements, other than statements of
historical fact, are forward-looking statements and are based on
expectations, estimates and projections as at the date of this news
release. Any statement that involves discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always
using phrases such as "expects", or "does not expect", "is
expected", "anticipates" or "does not anticipate", "plans",
"budget", "scheduled", "forecasts", "estimates", "believes" or
"intends" or variations of such words and phrases or stating that
certain actions, events or results "may" or "could", "would",
"might" or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward-looking
statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially
different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Factors
that could cause actual results to differ materially from those
anticipated in these forward-looking statements are described under
the caption "Risks Factors" in the Company's most recent Management
Discussion and Analysis and its Annual Information Form dated
June 30, 2023, which are available
for view on SEDAR at www.sedar.com. These risks include but are not
limited to, the risks associated with the oil and natural gas
industry, such as exploration, production and general operational
risks, volatility of pricing for oil and natural gas, changing
investor sentiment about the oil and natural gas industry,
competition in the markets where the Company operates, any delays
in production, marketing and transportation of natural gas,
drilling costs and availability of equipment, regulatory approval
risks and environmental risks. Forward-looking statements contained
herein are made as of the date of this news release, and the
Company disclaims, other than as required by law, any obligation to
update any forward-looking statements whether as a result of new
information, results, future events, circumstances, or if
management's estimates or opinions should change, or otherwise.
There can be no assurance that forward-looking statements will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements.
Accordingly, the reader is cautioned not to place undue reliance on
forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility
for the adequacy or accuracy of this
release.
SOURCE NG Energy International Corp.