/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
KELOWNA, BC, May 4, 2015 /CNW/ - Georox Resources Inc.
("Georox" or the "Corporation") (GXR:TSX-V; OF6A:FRA)
is seeking to raise up to $500,000 in
a non-brokered Private Placement.
Under the proposed terms of the Private Placement, the
Corporation will issue 10 million units at a price of $0.05 per unit for gross cash proceeds of
approximately $500,000 the
("Offering").
Each unit will consist of one common share of the Corporation
and one-half common share purchase warrant. Each whole warrant will
entitle the holder to acquire one common share at a price of
10 cents for a period of 24 months
following the closing date of the Private Placement. The Offering
will be completed in one or more tranches and the securities under
the Offering will have a hold period of four months from the
applicable closing date of each tranche. Closing of the Offering is
not subject to a minimum aggregate subscription amount but shall be
subject to receipt of all required regulatory approvals, including
the TSX Venture Exchange.
It is expected that the Corporation will pay finders' fees to
eligible persons consisting of either cash or units, at the
finder's election, equal to 7 per cent of the proceeds from the
units sold to investors introduced by, or which subscriptions are
attributable to the efforts of, the finders, or 7 per cent of the
number of units issued in connection with such investor
subscriptions under the Offering. The Corporation will also issue
to the finders non-transferable finders' warrants equal to 7 per
cent of the number of units issued in connection with such investor
subscriptions under the Offering. Each finder's warrant will
entitle the finders to acquire one common share at a price of
five cents for one year from the
closing of the Private Placement.
After giving effect to the Offering, Georox will have 45,146,185
Common Shares outstanding on a basic basis. Any participation by
insiders of the Corporation in the Offering will be on the same
terms as the arm's length investors. The Corporation has no reason
to believe that the Private Placement will result in a change of
control of the Corporation.
Use of Proceeds
The use of proceeds will be for general corporate purposes,
expenditures related to the optimization of production, and
reduction of bank debt. The Offering expected to close within
thirty days.
Share for Debt Settlement
Savi Franz, has agreed with the
Corporation to settle the full amount of $125,000 outstanding loan made to the
Corporation in 2013, plus accrued interest at 5%per annum, through
the issuance of Georox common shares at a deemed price of
$0.05. This would result in an
issuance of 2,739,580 common shares. The issuance of shares will be
subject to the TSX Venture Exchange approval.
Corporation's AGM
The Corporation held its Annual General and Special Meeting of
shareholders in Calgary on
April 30, 2015. All resolutions were
passed as outlined in the Information Circular dated April 1, 2015.
About Georox
The Corporation produces currently 190 boepd of which 75% are
light oil, 24% are heavy oil and 1% are gas. The Corporation's
December's 31, 2014 reserve report indicated 520,700 bbl P+P
reserves and $10.6 million 10% net
present value before tax. The reserve information was prepared in
accordance with NI51-101 and was previously announced on
February 25, 2015 of which details
will be found on the Corporation's filings at www.sedar.com.
During the recent month the Corporation has reduced
administrative and operational costs.
Production volumes are commonly expressed on a barrel of oil
equivalent ("BOE") basis whereby natural gas volumes are converted
at a ratio of six thousand cubic feet to one barrel of oil.
The intention is to convert oil and natural gas measurement units
into one basis for improved analysis of results and comparisons
with other industry participants. The term BOE may be
misleading, particularly if used in isolation. The conversion
ratio is based on an energy equivalent method and does not
represent an economic value equivalency at the wellhead.
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements relating
to the future operations of the Corporation and other statements
that are not historical facts. Forward-looking statements are often
identified by terms such as "will", "may", "should", "anticipate",
"expects" and similar expressions. All statements other than
statements of historical fact, included in this release, including,
without limitation, statements regarding future plans and
objectives of the Corporation, are forward looking statements that
involve risks and uncertainties. There can be no assurance
that such statements will prove to be accurate and actual results
and future events could differ materially from those anticipated in
such statements. More particularly, it contains
forward-looking statements concerning: (i) production (ii) timing
and completion of the Transaction, including expectations and
assumptions concerning timing of receipt of required regulatory
approvals and the satisfaction of other conditions to the
completion of the Transaction, and (v) potential development
opportunities associated with the Transaction.
Although Georox believes that the expectations and assumptions
on which the forward-looking statements are based are reasonable,
undue reliance should not be placed on the forward-looking
statements because Georox can give no assurance that they will
prove to be correct. Since forward-looking statements address
future events and conditions, by their very nature they involve
inherent risks and uncertainties. Actual results could differ
materially from those currently anticipated due to a number of
factors and risks. These include, but are not limited to, risks
associated with the oil and gas industry in general (e.g.,
operational risks in development, exploration and production;
delays or changes in plans with respect to exploration or
development projects or capital expenditures; the uncertainty of
reserve estimates; the uncertainty of estimates and projections
relating to production, costs and expenses, and health, safety and
environmental risks), commodity price and exchange rate
fluctuations and uncertainties resulting from potential delays or
changes in plans with respect to exploration or development
projects or capital expenditures.
The reader is cautioned that assumptions used in the preparation
of any forward-looking information may prove to be incorrect.
Events or circumstances may cause actual results to differ
materially from those predicted, as a result of numerous known and
unknown risks, uncertainties, and other factors, many of which are
beyond the control of Georox. As a result, we cannot
guarantee that any forward-looking statement will materialize and
the reader is cautioned not to place undue reliance on any
forward-looking information. Such information, although
considered reasonable by management at the time of preparation, may
prove to be incorrect and actual results may differ materially from
those anticipated. Forward-looking statements contained in
this news release are expressly qualified by this cautionary
statement. The forward-looking statements contained in this
news release are made as of the date of this news release, and
Georox does not undertake any obligation to update publicly or to
revise any of the included forward-looking statements, whether as a
result of new information, future events or otherwise, except as
expressly required by Canadian securities law.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the Units in the United States. The Units (or constituent
securities) 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 within the United
States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
SOURCE Georox Resources Inc.