EnerGulf Announces Non-Brokered Private Placement
TORONTO, ON (December 9, 2014), EnerGulf Resources Inc. (TSX-V: ENG; FSE:EKS) (“the Company”) is pleased to announce a non-brokered private placement (“Private Placement”) offering of Units of its publically traded securities at C$0.20 per Unit, in the total sum of C$500,000. A “Unit” is comprised of one publically traded common share (TSX.V: ENG) and one warrant exercisable for one publically traded common share (TSX.V: ENG). Common shares are restricted from trading for four months (and additionally as may be required per investor jurisdiction). Warrants have an exercise price of C$0.25, an 18 month term, and are restricted from exercise for four months (and additionally as may be required per investor jurisdiction). If the TSX.V price of ENG common shares closes at or above C$0.50 for 30 consecutive trading days during the term of the warrants, then EnerGulf will be entitled to accelerate the term of unexercised warrants upon notice to the holders and the warrants will then expire on the 20th day after the effective date of the giving of such notice. The company anticipates that there will be insider participation in the Offering. Closing of the proposed Private Placement is anticipated to occur on or about December 22, 2014 and will be conditional upon, among other things, the receipt of all necessary regulatory approvals (including from the TSX Venture Exchange).
Net Proceeds of the Private Placement will be used in seeking an extension of the Contrat De Partage De Production (“PSC”), and Permis d’ Exploration (“Exploration Permit”), for the Lothsi Block, Democratic Republic of Congo, closing of the working interest co-venturers for the Lotshi Block, usual license costs, geophysical consulting costs, and pre-drilling civil works projects to the Lotshi Block, along with administration of the Petroleum Agreement and Strategic Exploration Agreement for Block 1711, Republic of Namibia, and general operations of the Company.
John D. Elmore, President of EnerGulf, states “The Private Placement will enable EnerGulf to move forward with the extension of the Lotshi Block PSC and Exploration Permit in conjunction with ongoing co-venturer negotiations to facilitate a 2015 drilling program.”
The Lotshi Block is a 507 square kilometer onshore petroleum concession in the western coastal area of the Democratic Republic of Congo. DeGolyer and MacNaughton (independent oil and natural gas reservoir engineers) estimates mean gross prospective oil resources for the Lotshi Block of 313 million barrels of oil. The full 53-101 report is available on SEDAR (www.sedar.com) and the EnerGulf website (www.energulf.com).
In accordance with Section 5.9 of NI 51-101, the Company declares that there is no certainty that any portion of these prospective resources will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of the resources.
The Units and the common shares underlying the warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold in the United States or to or for the account or benefit of a “U.S. person” (as defined in Rule 902(k) of Regulation S under the U.S. Securities Act) unless an exemption from registration is available.
The Units will be sold in the United States on a private placement basis pursuant to an exemption from registration provided by Rule 506(b) of Regulation D under the U.S. Securities Act.
Readers are cautioned not to place undue reliance on these statements as they involve known and unknown risks, uncertainties and other factors that may cause a change in assumptions and the actual outcomes and estimates may be materially different from the estimated or anticipated future results, achievements or positions expressed or implied by those forward-looking statements. The Company disclaims any intentions or obligations to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
EnerGulf Resources Inc. is a Toronto, Canada based oil and gas exploration company trading on the Toronto TSX Venture Exchange (TSX-V: ENG) and the Frankfurt Exchange (EKS). EnerGulf holds a 90% working interest in the Lotshi Block, Onshore Democratic Republic of Congo, which covers approximately 507 square kilometers, and Estimated Mean Gross Prospective Reserves of 313 Million Barrels of Oil Resources. EnerGulf holds a 15% working interest in Block 1711, Offshore Republic of Namibia, which covers approximately 8,891 square kilometers, and Estimated Mean Gross Prospective Resources of 3.166 Billion Barrels of Oil Resources. These Reports are available on the EnerGulf website (www.energulf.com) and on SEDAR (www.sedar.com).
On Behalf of the Board of Directors of
ENERGULF RESOURCES INC.
“John D. Elmore”
John D. Elmore, Director & CEO
The Buick Group