FINANCING AGREEMENTS COMPLETED
Calgary, Canada: - Transeuro Energy Corp. ("Transeuro"
or the "Company") announces that the Company has
signed final agreements with YA Global Master SPV Ltd
(YA Global), which is advised by Yorkville Advisors
LLC (Yorkville), including a Loan Agreement for up to
CAD 5 million, and a Share Purchase Agreement (SPA)
for up to NOK 100 million (approximately CAD 17.2
million).
Yorkville is an alternative investment manager and
provider of specialised financing solutions, based in
the USA, with offices worldwide. They offer flexible,
innovative debt and equity investments and financing
in publically listed companies in a variety of
sectors. Yorkville has provided similar financing
agreements to companies such as: San Leon Energy;
Tower Resources; Ascent Energy and Red Rock Energy
among others.
Under the terms of the Loan Agreement, Transeuro can
receive up to CAD 5 million over a period of 24
months, which shall be advanced in tranches of CAD 1
million with repayment over 12 months. The loan will
be unsecured and pay annual interest at 10%. The
Company has drawn the first instalment of the Loan
Agreement in the amount of CAD 1 million and has
issued 1 million, one year share purchase warrants
with the exercise price of CAD 0.168 to YA Global.
Pursuant to the proposed terms of the SPA, the Company
has the discretion to withdraw funds in tranches up to
a total of NOK 100 million over a period of 36 months.
At the request of the Company YA Global will, subject
to a number of conditions as set out in the SPA, be
obligated to purchase ordinary shares at a discount of
5% to the average of the lowest volume weighted
average share price of the Company during four
consecutive 10 day forward pricing period.
Alternatively the Company may elect a backward pricing
period whereby YA Global will purchase shares at a 10%
discount to the lowest volume weighted average share
price of the Company during a 5 day backward pricing
period. The Company will prepare and file a Shelf
Prospectus in Canada to facilitate the issuance of new
shares under the SPA and will announce each individual
drawdown.
Completion of these financing agreements (SPA and the
Loan Agreement) was a condition precedent of the
previously announced Senior Secured Convertible Bond
that is scheduled for settlement on May 22nd. The
final terms of the Senior Secured Convertible Bond is
an amount of NOK 60 million (approximately CAD 10.4
million), annual interest at 12% and a conversion
price at NOK 0.85 (approximately CAD 0.146). The bond
is secured against the shares of Transeuro Beaver
River Inc, the Company subsidiary holding title to 50%
of the Beaver River field in British Columbia, Canada.
Fondsfinans ASA acted as sole arranger in connection
with the convertible bond issue.
Final completion of the Senior Convertible Bond
completes a set of funding facilities totalling
approximately CAD 33 million of which CAD 11 million
is received immediately. The remaining CAD 4 million
from the loan agreement can be drawn in tranches of
CAD 1 million over 24 months and the CAD 17 million
from the Share Purchase Agreement is available in
tranches over the next 36 months, the size of which
will depend on various factors, such as pricing and
trading volumes.
Aage Thoen, Chairman of Transeuro Energy Corp.
commented "This financing is transformation for the
Company and underpins the markets belief in our
assets. The funds have been raised in uncertain
financial market conditions and provide the Company
with the ability to pursue longer term programmes with
flexibility and confidence and to engage strategies
for further growth as opportunities emerge.
ABOUT THE COMPANY
Transeuro is involved in the acquisition of petroleum
and natural gas rights, the exploration for, and
development and production of crude oil, condensate
and natural gas. The Company owns 100% of a gas
producing property located in British Columbia, Canada
and has interest in gas exploration and appraisal
developments in Crimea, Ukraine.
On behalf of the Board of Directors
Aage Thoen, Chairman
For further information contact:
Darren Moulds, Transeuro IR, +1 403 705 1919
Karen Jenssen, Transeuro IR, +47 91729787
http://www.transeuroenergy.com
Brian Kinane, Yorkville, +44207 451 0009
http://www.yorkvilleadvisors.com
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) nor the Oslo
Axess accepts responsibility for the adequacy or
accuracy of this release. The statements contained in
this release that are not historical facts are
forward-looking statements, which involve risks and
uncertainties that could cause actual results to
differ materially from the targeted results. The
Company relies upon litigation protection for forward
looking statements.
This press release contains "forward-looking
information" which may include, but is not limited to,
statements with respect to our operations. Such
forward-looking statements reflect our current views
with respect to future events and are subject to
certain risks, uncertainties and assumptions. See our
Annual Information Form for a description of risks and
uncertainties relevant to our business, including our
exploration and development activities. Test
production rates may vary from sustained production
rates when developing a well or a deposit. The
commerciality of any discovery can be affected by many
factors including product prices, operating costs,
capital costs, government take and sustained
production levels and ultimate recovery of
hydrocarbons. Hydrocarbon indications from drilling or
wireline log data do not necessarily mean that mobile
hydrocarbons are present in the formation or can be
produced.