New Sage Enters Into Letter Agreement to Pursue Oil and Gas Projects in Argentina
25 Ottobre 2011 - 2:30PM
Marketwired
New Sage Energy Corp. (TSX VENTURE:NSG) ("New Sage" or the
"Corporation") has entered into a binding letter agreement (the
"Letter Agreement") with Caribe Oil & Gas Ltd. ("Caribe") to
jointly pursue petroleum and natural gas opportunities in
Argentina. Caribe is a private company with significant experience
and operating capabilities in South America. Caribe is currently
pursuing and negotiating multiple opportunities that focus on
specific objectives, such as projects with existing production and
exploration potential. In addition, Gregg Vernon and Marc Melnic
have agreed to join the Board of Directors of New Sage and Marc
Melnic will be appointed President and CEO of New Sage.
"This is an exciting opportunity for New Sage as it adds depth,
experience and tangible operational strengths to the company while
delivering exclusive production and exploration opportunities
around specific criteria within a definitive project base" stated
John Carlesso, the current President of New Sage.
About Caribe
The directors of Caribe are William Chaitan and David R.
Robinson and Caribe has additional qualified personnel. Mr. Chaitan
is a geophysicist, the former Minister of Energy for Trinidad &
Tobago and a former Board member of Petrotrin, the national oil
company of Trinidad & Tobago. Mr. Robinson is a geologist and
holds a Masters of Business Administration degree who is a director
of Bolivar Energy Corp., a public company listed on TSX Venture
Exchange ("TSX Venture"), as well as a founder and director of
Radcan Energy Services Inc., a private oilfield services company.
Dr. Jorge Vallmitjana is a Buenos Aires-based lawyer who has worked
in Argentina previously for numerous Canadian companies. He is the
Vice-President, Business Development of Caribe.
New Sage Board and Management Changes
New Sage is pleased to announce the addition of two new board
members.
Gregg Vernon is a professional Engineer and is Chief Operating
Officer of Alange Energy Corp., a public oil and gas exploration
company focused on Colombia listed on TSX Venture. He is also
currently a Director of Petrodorado Energy Ltd. and Hemisphere
Energy Corporation, two public oil and gas exploration companies
listed on TSX Venture. He was the co-founder of Petro Andina
Resources Inc., a public company focused on oil and gas
opportunities in Argentina, that was acquired in 2009 by PlusPetrol
Resources Corporation NV for $359 million.
Marc Melnic is a professional engineer with over 16 years of
industry experience in senior management roles with several
companies, including Vero Energy Inc., Enerplus Resource Fund and
PanCanadian Petroleum. Mr. Melnic has a Masters of Business
Administration from Queen's University.
New Sage also announces the resignation of Mr. Doug Bartole from
the Board of Directors in order to devote more time to his other
business endeavors. We wish to thank Mr. Bartole for his energy,
advice and guidance since 2008.
Marc Melnic will be appointed President and Chief Executive
Officer of New Sage and John Carlesso will assume the role of
Chairman of the Board.
About the Joint Venture
Pursuant to the Letter Agreement, Caribe has granted to New Sage
the exclusive right of first refusal for an initial term of 24
months (the "Term") to participate for up to an 80% working
interest in each of the current Caribe opportunities, as well as
any other petroleum and/or natural gas exploration or development
opportunities generated by Caribe in Argentina (the "Exclusive
Right"). Caribe has agreed to provide New Sage with written notice
including the business terms and closing timing of a particular
Caribe opportunity (the "Proposed Project") and New Sage shall have
fifteen (15) business days to provide written confirmation to
Caribe of its intention to exercise its Exclusive Right with
respect to the Proposed Project. Refusal by New Sage to exercise
its Exclusive Right with respect to a Proposed Project does not
terminate the letter agreement and the Exclusive Right shall
continue for the Term.
As consideration for the Exclusive Right, New Sage has agreed,
subject to receipt of regulatory approval: (a) to pay Caribe the
agreed sum of CDN$133,000 as reimbursement to Caribe of its
expenses in reviewing and advancing the current Caribe
opportunities; and (b) to reimburse Caribe for additional
expenditures of Caribe, as approved in advance by New Sage, to
review and advance other Caribe opportunities generated during the
Term.
The parties have also agreed that New Sage will move its head
office to Calgary within 90 days of execution of the Letter
Agreement.
Concurrently, New Sage intends to complete a private placement
offering (the "Offering") of up to 12,000,000 units of the
Corporation ("Unit") at a price of $0.05 per Unit for gross
proceeds of up to $600,000. Each Unit will consist of one common
share and one share purchase warrant exercisable to purchase one
common share at a price of $0.10 per share for two years. It is a
condition of the letter agreement that the offering is completed
for minimum gross proceeds of $400,000. The Corporation may engage
investment dealers in connection with the Offering and as a result
may pay a cash commission and may issue agents' options to such
investment dealers, all subject to stock exchange and regulatory
approval.
About New Sage
New Sage is a Canadian oil and gas exploration and development
company with a focus on opportunities in Latin America. New Sage is
building a portfolio of production through exploration and
development opportunities with established joint venture
partners.
Forward-Looking Statements
This news release contains forward-looking statements that
involve risks and uncertainties. Forward-looking statements or
information are based on current expectations, estimates and
projections that involve a number of risks and uncertainties which
could cause actual results to differ materially from those
anticipated by New Sage. The forward-looking statements or
information contained in this news release are made as of the date
hereof and New Sage does not undertake any obligation to update
publicly or revise any forward-looking statements or information,
whether as a result of new information, future events or otherwise,
unless so required by applicable securities laws.
The securities of New Sage being offered have not been, nor will
be, registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold within the United States or
to, or for the account or benefit of, U.S. persons absent U.S.
registration or an applicable exemption from U.S. registration
requirements. This release does not constitute an offer for sale of
securities in the United States.
Neither the TSX Venture nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture) accepts
responsibility for the adequacy or accuracy of this release.
Contacts: New Sage Energy Corp. John Carlesso
416-309-4324info@newsage.ca
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