Transeuro Energy Corp.: Share Purchase Agreement Signed and Implementation Shares Issued
(via Thenewswire.ca)
Calgary, Canada: - Transeuro Energy Corp. ("Transeuro" or the "Company") announces that further to its press release dated February 28th 2013, the Company has executed the revised Share Purchase Agreement (the "SPA") with YA Global Master SPV Ltd ("Yorkville"). The Company has issued 7,040,023 shares ( the "Initial Implementation Shares") to Yorkville at a deemed price of CAD 0.05, valued at NOK 2,000,000. The Initial Implementation Fee Shares are calculated as 2% of the maximum aggregate funding from the SPA of NOK 100,000,000, that is available to the Company from the SPA over the 3 year term. Under the terms of the SPA, a further 1% (NOK 1,000,000) in shares will be issued as the balance of the implementation fee to Yorkville coincident with subsequent draw downs from the SPA.
Initially, no prospectus will be issued with the SPA and these implementation shares and any other shares will be issued to Yorkville pursuant to Canadian prospectus exemptions and are subject to a four month hold period before the shares can be sold into the market. After the expiration of the four month hold period Yorkville will be eligible to sell these Implementation Shares into the market and the Company will have the discretion to withdraw funds by selling additional shares to Yorkville at an agreed discount and commission as described in the revised SPA. The Company will expect to issue further shares to Yorkville on an 'as needed' basis and according to the terms of the revised SPA so as to support development of its existing assets and implement its strategic plan. Project specific financing and other funding activities will also be pursed as required. Separate announcements will be made for all subsequent share issuances under the SPA.
In connection with the execution of the SPA, the Company and Yorkville have amended the Loan Agreement entered into in May 2012. Under the revised terms the Loan Agreement, the remaining principal and interest will be repaid in three installments in August 2013, December 2013 and April 2014.
Aage Thoen, Chairman commented, "The Share Purchase Agreement is considered an efficient tool for raising smaller amounts of money to support the Company's activities, particularly at higher share prices and larger trading volumes. The SPA and other funding activities will be used to support the Companies strategy of pursuing new oil projects that can deliver short term oil revenues and cash flow. The relatively small volume of shares issued and the extended periods of time for each issuance are not expected to creating undue downward pressure on the share price."
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, CFO, +1 403 705 1919
http://www.transeuroenergy.com
Yorkville Advisors LLC Brian Kinane +44 (0) 207 451 0009
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, the use of funds drawn down under the SPA, the sale by Yorkville of the Implementation Shares after four months and the expectation of the Company to issue further shares to Yorkville on an as-needed basis pursuant to the terms of the SPA,. Such forward-looking statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions, including the future trading price and volume of the Company's shares. See our Annual Information Form for a description of risks and uncertainties relevant to our business, including our exploration and development activities.
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