Mr. Brian Paes-Braga reports
NG ENERGY ANNOUNCES CLOSING OF C$30 MILLION PRIVATE PLACEMENT
NG Energy International Corp., further to the company's news release dated Sept. 3, 2024, has closed its previously announced best efforts private placement offering of 28,572,000 common shares of the company at an offering price of $1.05 per offered share for aggregate gross proceeds of $30,000,600.
All dollar amounts are in Canadian dollars, unless otherwise noted.
The offering was conducted by Eight Capital and Clarus Securities Inc., as co-lead agents and joint bookrunners, on behalf of a syndicate that also included Eventus Capital Corp., Beacon Securities Ltd. and Haywood Securities Inc.
The net proceeds of the offering will be primarily used for the company's next phase of drilling and 3-D seismic at Sinu-9, flowlines connecting wells to the first and second central processing facilities at Sinu-9, drilling of Aruchara-4 at Maria Conchita, and completion of reservoir studies at both Sinu-9 and Maria Conchita, and any remaining balance will be used for working capital and general corporate purposes.
Pursuant to the offering, directors, officers and insiders of the company subscribed for 6,402,712 offered shares. Participation of these related parties in the offering constitutes a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The private placement of offered shares to the related parties is exempt from the formal valuation and minority approval requirements of MI 61-101 and TSX Venture Exchange Policy 5.9 by the application of sections 5.5(a) and (b) and 5.7(1)(a) of MI 61-101 because the common shares trade on the TSX-V, and neither the fair market value of offered shares being issued to related parties nor the consideration being paid by the related parties exceeds 25 per cent of the company's market capitalization as calculated for purposes of MI 61-101. No new insiders were created, nor has there been any change of control (pursuant to TSX-V rules), as a result of subscriptions for offered shares under the offering. The company did not file a material change report more than 21 days before the expected closing of the offering, as the details and amounts of the related party participation were not finalized until closer to the closing and the company wished to close the transaction as soon as practicable for sound business reasons.
Pursuant to applicable Canadian securities laws, all offered shares will be subject to a four-month hold period ending Jan. 26, 2025.
About NG Energy International Corp.
NG Energy is a growth-orientated natural gas exploration and production company focused on delivering long-term shareholder and stakeholder value through the discovery, delineation and development of large-scale natural gas fields in developing countries, supporting energy transition and economic growth. NG Energy's team has extensive technical and capital markets expertise with a proven record of building companies and creating significant value in South America. In Colombia, the company is executing on this mission with a rapidly growing production base and an industry-leading growth trajectory, delivering natural gas into the premium-priced Colombian marketplace (approximately $8 (U.S.) per million British thermal units (mmBtu)) with projected triple-digit production growth over the next two to three years toward a production goal of 200 million cubic feet per day (mmcf/d). The company expects to achieve a more-than-150-per-cent increase in 2024, and has seen a 551-per-cent year-over-year increase in 3P reserves, 314-per-cent year-over-year increase in 2P reserves and 241-per-cent increase in 1P reserves. To date, over $100-million (U.S.) has been invested in the exploration and development of Sinu-9 and Maria Conchita with significant contributions from insiders who currently own approximately 34 per cent of the company. Recently, Macquarie Group provided financing of up to $100-million (U.S.), including initial committed financing of $50-million (U.S.), resulting in a fully financed 2024/2025 development plan and aligning NG Energy with a global financial institution. For more information, please visit SEDAR+ and the company's website.
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