- The Company has received an initial advance of US$40 million pursuant to the terms of the
Financing resulting in reduced company leverage, a fully funded
development plan and additional available committed liquidity for
future development.
- The Company has obtained an LC Facility of up to
US$13.6 million from Macquarie Group,
which will be used to guarantee work commitments under the
Company's contracts with midstream partners and with the
ANH.
- Brian Paes-Braga is appointed
as CEO; former CEO, Serafino Iacono,
becomes Co-Chair of the Board.
TORONTO, March 25,
2024 /CNW/ - NG Energy International Corp.
("NGE" or the "Company") (TSXV: GASX) (OTCQX: GASXF)
is pleased to announce that further to the Company's press release
dated February 8, 2024, it has
obtained financing under the credit and guarantee agreement (the
"Credit Agreement") with Macquarie Group
("Macquarie") for a financing of up to US$100 million of which US$50 million is committed funding (the
"Financing").
The Company has received an initial advance of US$40 million pursuant to the terms of the
Financing, with the remaining US$10
million in committed funding to be advanced to the Company
on a date to be determined pursuant to the terms of the Credit
Agreement (the "Loans"). The Company intends to use the net
proceeds of the Loans to: (i) simplify the Company's capital
structure; (ii) optimise the Company's balance sheet; (iii) reduce
the overall leverage of the Company; and (iv) for general corporate
purposes as the Company continues to develop its asset base. The
additional US$50 million in
uncommitted funding will be made available to the Company by
Macquarie under an accordion feature.
In addition, the Company is pleased to announce that it has
obtained an uncommitted letter of credit facility from Macquarie of
up to an additional US$13.6 million
(the "LC Facility"). The Company intends to use the net
proceeds of the LC Facility to guarantee work commitments under the
Company's contracts with midstream partners and with the Agencia
Nacional de Hidrocarburos ("ANH") in Colombia.
In connection with the Financing, the Company has issued
20,742,857 common share purchase warrants (the "Bonus
Warrants") to Macquarie. Each Bonus Warrant entitles Macquarie
to purchase one (1) common share of the Company at an exercise
price equal to $1.00 until
December 29, 2028. The Bonus Warrants
and the common shares underlying the Bonus Warrants will remain
subject to a statutory four (4) month hold period ending
July 23, 2024.
Immediately following the closing of the Financing, Brian Paes-Braga was appointed as Chief
Executive Officer ("CEO") of the Company. Serafino Iacono, the Company's former CEO, has
taken on the role of Co-Chair of the board of directors (the
"Board"), joining existing Chair, Brian Paes-Braga.
Shares for Debt Settlement
Further to the Company's press release dated February 8, 2024, the Company is pleased to
announce that it has completed its previously announced shares for
debt settlement with Plus+ S.A.S. E.S.P.
Conversion of Debentures
Further to the Company's press release dated February 8, 2024, the Company is pleased to
announce the conversion or early redemption of 100% of the issued
and outstanding convertible debentures of the Company issued on
November 30, 2022 (the "Nov22
Debentures") and July 31, 2023
(the "Jul23 Debentures").
The Company further announces that Mr. Serafino Iacono and entities to which he
provides investment advice converted Nov22 Debentures in the
principal amount of $2,750,000. Prior
to this transaction, Mr. Iacono directly and indirectly had
beneficial ownership or control over 14,407,339 common shares of
the Company, representing 10.48% of the issued and outstanding
common shares; convertible debentures in the aggregate principal
amount of $6,550,000, convertible
into 5,458,333 common shares; Nov22 Debentures in the aggregate
principal amount of $2,750,000,
convertible into 3,055,556 common shares; 5,350,000 common share
purchase warrants; 1,260,000 deferred share units of the Company;
and 1,250,000 restricted share units of the Company. Following the
conversion of the Nov22 Debentures, Mr. Iacono would beneficially
own or control in aggregate 17,462,895 common shares
representing 7.82% of the issued and outstanding common shares of
the Company, on a non-diluted basis.
Mr. Iacono may in the future acquire or dispose of securities of
the Company, through the market, privately or otherwise, as
circumstances or market conditions warrant. A copy of the Early
Warning Report filed by Mr. Iacono may be obtained from the
Company's SEDAR+ profile.
Mr. Brian Paes-Braga directly or
indirectly converted Nov22 Debentures in the principal amount of
$8,500,000 and Jul23 Debentures in
the principal amount of $5,000,000.
Prior to this transaction, Mr. Paes-Braga had ownership or control
over 12,757,620 common shares of the Company, representing 9.28% of
the issued and outstanding common shares; Nov22 Debentures in the
aggregate principal amount of $8,500,000, convertible into 9,444,444 common
shares; Jul23 Debentures in the aggregate principal amount of
$5,000,000, convertible into
7,142,857 common shares; 13,500,000 common share purchase warrants;
375,000 stock options; and 2,535,000 deferred share units of the
Company. Following the conversion of the Nov22 Debentures and Jul23
Debentures, Mr. Paes-Braga would beneficially own or control in
aggregate 29,344,921 common shares of the Company representing
13.15% of the issued and outstanding common shares of the Company,
on a non-diluted basis.
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. A copy of
the Early Warning Report filed by Mr. Paes-Braga may be obtained
from the Company's SEDAR+ profile.
Lutry Investments Limited directly or indirectly converted Nov22
Debentures in the principal amount of $12,750,000 and Jul23 Debentures in the principal
amount of $15,000,000. Prior to this
transaction, Lutry Investments Limited had ownership or control
over 7,469,000 common shares of the Company, representing 5.43% of
the issued and outstanding common shares; Nov22 Debentures in the
aggregate principal amount of $12,750,000, convertible into 14,166,667 common
shares; Jul23 Debentures in the aggregate principal amount of
$15,000,000, convertible into
21,428,571 common shares; 28,472,233 common share purchase
warrants; and 1,000,000 restricted share units of the Company.
Following the conversion of the Nov22 Debentures and Jul23
Debentures, Lutry Investments Limited would beneficially own or
control in aggregate 43,064,238 common shares of the Company
representing 19.30% of the issued and outstanding common shares of
the Company, on a non-diluted basis.
Lutry Investments Limited may in the future acquire or dispose
of securities of the Company, through the market, privately or
otherwise, as circumstances or market conditions warrant. A copy of
the Early Warning Report filed by Lutry Investments Limited may be
obtained from the Company's SEDAR+ profile.
Following the conversion and early redemption of the Nov22
Debentures and Jul23 Debentures, the Company will have 225,181,840
common shares issued and outstanding. Insiders of the Company, as a
group, will own, directly or indirectly, approximately 41.64% of
the total issued and outstanding common shares of the Company.
The Financing remains subject to certain regulatory approvals,
including the final approval of the TSX Venture Exchange.
All dollar amounts are stated in Canadian dollars, unless
indicated otherwise.
For additional information pertaining to the Credit Agreement,
please see the Company's SEDAR+ profile at www.sedarplus.ca.
About NG Energy International Corp.
NG Energy International Corp. is a natural gas exploration and
production company with operations in Colombia. The Company is on a mission to
discover, delineate and develop meaningful natural gas fields in
developing counties to support energy transition and economic
growth. In Colombia, the Company
is executing on this mission with a rapidly growing production base
that is being delivered to the premium priced Colombian market.
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.sedarplus.ca) 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, including, without limitation, the information contained
in this news release regarding the use of proceeds from the
Financing, the advancement of additional funds under the Financing,
the conversion of the Nov22 Debentures and the Jul23
Debentures and the resulting change in collective insider ownership
resulting therefrom. 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 "Risk 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.sedarplus.ca. 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.
