
Company Website:
http://www.rodmanandrenshaw.com
NEW YORK -- (Business Wire)
Rodman & Renshaw, LLC, a wholly owned subsidiary of Rodman
& Renshaw Capital Group, Inc. (NasdaqGM: RODM), announced that
it has acted as exclusive placement agent to its client GeoGlobal
Resources, Inc. (AMEX: GGR) who announced that it has entered into
binding agreements to sell a minimum of $3.9 million of shares of its
common stock together with warrants to purchase additional shares of its
common stock in two private placement transactions with a single
strategic investor (the "Purchaser").
Under the terms of the first offering, the Company will sell 16,466,639
shares of common stock of the Company, par value US$0.001 (the "Common
Stock"). The shares of Common Stock represent 19.9% of the issued and
outstanding capital stock of the Company on the date hereof, and shall
represent 19.9% of the issued and outstanding capital stock of the
Company on the Closing Date. The closing of the offering is expected to
occur on or before November 21, 2011, subject to customary closing
conditions, at which time GeoGlobal will receive the cash proceeds and
deliver the securities. The Company is required to file a resale
registration statement following the closing that covers the resale by
the Purchaser of the Common Stock.
The proceeds of the offering will be used to fund the Company's share,
owned through its fully owned subsidiary GeoGlobal Resources (India)
Inc., in the Israeli Drilling Licenses nos. 348 (Sarah) and 347 (Myra)
exploration and development activities.
Under the terms of the second offering, which is subject to stockholder
approval, the Company shall issue to the Purchaser a number of shares of
Common Stock of the Company, par value US$0.001 which shall represent
33% of the then issued and outstanding shares of Common Stock, as
consideration for an acquisition of such number of ordinary shares,
nominal value NIS0.01 per share (the "Ordinary Shares") of equivalent
value (the "Share Exchange"). The values of the Common Stock and the
Ordinary Shares shall be determined based on the volume weighted average
prices ("VWAP") for the Common Stock (on the NYSE Amex) and the Ordinary
Shares (on the Tel Aviv Stock Exchange) for the twenty-five (25) trading
days (on such respective exchanges) ending on November 7, 2011, which
the parties agree is US$0.23 for the Common Stock and NIS0.9704 for the
Ordinary Shares at a USD/NIS conversion rate of 0.2732179 USD/NIS. The
closing of the offering is expected to occur within 10 business days
following receipt of Stockholder Approval, at which time GeoGlobal will
receive the cash proceeds and deliver the securities.
Upon obtaining Stockholder Approval, the Company shall issue 16,466,639
warrants, exercisable for twelve 12 months following the date that is 6
months following the date of issue ("Warrants") to purchase an
additional 16,466,639 shares of common stock at a price of US$0.30. The
Company is required to file a resale registration statement following
the closing that covers the resale by the Purchaser of the Common Stock
and the shares issuable upon exercise of the warrants.
Subsequent to obtaining Stockholder Approval, the Purchaser shall have
the right, exercisable in whole or in part from time to time until July
31, 2012, to purchase an additional 16,466,639 units ("Units") at a
purchase price of US$0.24 per Unit, with each Unit consisting of (i) one
share of Common Stock and (ii) a Warrant to purchase one share of Common
Stock, exercisable for 12 months following the date that is six months
following the date of issue. Each warrant entitles the holder to
purchase a share of common stock at a price of US$0.30.
Rodman & Renshaw LLC, a subsidiary of Rodman & Renshaw Capital Group,
Inc. (NASDAQ: RODM), acted as the exclusive placement agent for the
offering.
This announcement is neither an offer to sell nor a solicitation of an
offer to buy any securities of the Company. The securities offered and
sold in the private placement have not been registered under the
Securities Act of 1933, as amended, or any state securities laws, and
may not be offered or sold in the United States absent registration, or
an applicable exemption from registration under the Securities Act and
applicable state securities laws.
About GeoGlobal
GeoGlobal Resources Inc., headquartered in Calgary, Alberta, Canada, is
a U.S. publicly traded oil and gas company, which, through its
subsidiaries, is engaged in the pursuit of petroleum and natural gas in
high potential exploration targets through exploration and development
in India, Israel and Colombia.
Cautionary Statement For Purposes Of The "Safe Harbor" Provisions Of The
Private Securities Litigation Reform Act Of 1995
This press release may contain statements which constitute
forward-looking statements within the meaning of the US Private
Securities Litigation Reform Act of 1995, including statements regarding
the plans, intentions, beliefs and current expectations of GeoGlobal
Resources Inc., its directors, or its officers with respect to the oil
and gas exploration, development and drilling activities being conducted
and intended to be conducted and the outcome of those activities on the
exploration blocks in which the Company has an interest. The company
updates forward-looking information related to operations, production
and capital spending on a quarterly basis and updates reserves, if any,
on an annual basis.
We caution you that various risk factors accompany our forward-looking
statements and are described, among other places, under the caption
"Risk Factors" in our Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and our Current Reports on Form 8-K. These risk factors could
cause our operating results, financial condition and ability to fulfill
our plans to differ materially from those expressed in any
forward-looking statements made in this press release and could
adversely affect our financial condition and our ability to pursue our
business strategy and plans. If our plans fail to materialize, your
investment will be in jeopardy.
An investment in shares of our common stock involves a high degree of
risk. Our periodic reports we file with the Securities and Exchange
Commission and Canadian provincial authorities may be viewed at http://www.sec.gov
and www.sedar.com.
About Rodman & Renshaw, LLC
Rodman & Renshaw Capital Group, Inc. (NASDAQ: RODM) is a holding company
with a number of direct and indirect subsidiaries, including Rodman &
Renshaw, LLC.
Rodman & Renshaw is a full-service investment bank dedicated to
providing corporate finance, strategic advisory and related services to
public and private companies across multiple sectors and regions. Rodman
also provides research and sales and trading services to institutional
investors. Rodman is the leader in the PIPE (private investment in
public equity) and RD (registered direct offering) transaction markets.
According to Sagient Research Systems, Rodman has been ranked the #1
Placement Agent in terms of the aggregate number of PIPE and RD
financing transactions completed every year since 2005.
For more information visit Rodman & Renshaw on the Internet at www.rodm.com.
MEMBER FINRA, SIPC

Contacts:
Rodman & Renshaw Investor Relations
Grayling
Mr.
Christopher Chu, 1-646-284-9400, ext. 426
Rodman@grayling.com
Source: Rodman & Renshaw, LLC
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