NG ENERGY FILES EARLY WARNING REPORT AND CORRECTS NOTICE OF GRANT OF RSUS
Prior to the most recent grants of incentive stock options ("Options") and restricted share units ("RSUs"), Mr. Paes-Braga had ownership or control over: (i) 33,559,542 common shares, representing 12.80% of the issued and outstanding common shares on a non-diluted basis; (ii) 375,000 Options exercisable into 375,000 common shares; (iii) 1,690,000 RSUs convertible into 1,690,000 common shares; and (iv) 13,500,000 common share purchase warrants.
Since the date of his last early warning report and following the grant of an additional 2,000,000 Options and 1,050,000 RSUs, Mr. Paes-Braga's interest in the Company has increased by more than 2% on a partially diluted basis. Mr. Paes-Braga now beneficially owns or controls: (i) 33,559,542 common shares; (ii) 2,375,000 Options; (iii) 2,740,000 RSUs; and (iv) 13,500,000 common share purchase warrants, representing 18.59% of the issued and outstanding common share of the Company on a partially diluted basis.
Mr. Paes-Braga may in the future acquire or dispose of securities of the Company, through the market, privately or otherwise, as circumstances or market conditions warrant. A copy of the Early Warning Report filed by Mr. Paes-Braga may be obtained from the Company's SEDAR+ profile.
The Company also wishes to clarify that, in its press release dated
About
Cautionary Statement Regarding Forward-Looking Information
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release including, without limitation, the information contained in this news release regarding approval of the
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption "Risk Factors" in the Company's most recent Management Discussion and Analysis and its Annual Information Form dated
Neither the
Abbreviations
The abbreviations set forth below have the following meanings:
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Oil, Natural Gas Liquids and Natural Gas |
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MMcf/d |
million cubic feet per day |
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MMBtu |
one million British thermal units |
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Other |
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Q2 |
second quarter |
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Q3 |
third quarter |
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Information Regarding the Company's Working Interest Disclosure
With regard to the Company's working interests held in both the Maria Conchita and Sinu-9 Blocks, in both the context of this news release and the Company's previous news releases, the term "working interest", ultimately refers to the rights and obligations agreed to, eventually, materialize a contractual interest in an exploration and production contract before the ANH, subject to the fulfillment of certain conditions. These conditions involve the assumption of financial risks and are generally linked to exploration by virtue of joint operating agreements. Once such conditions are fulfilled, the acquisition of a registered contractual interest, as party of record, in the exploration and production contract may materialize, by way of a request for approval of assignment before the ANH. For this reason, as is common practice within the oil and natural gas industry as a whole, the disclosed "working interest" may not coincide with the Company's current contractual interest in the exploration and production contract.
The assignment and allocation of "working interests" does not affect or undermine, in any way, the rights and obligations of registered parties under the relevant exploration and production contracts. Registered parties remain wholly and totally liable before the ANH, the Colombian authorities and third parties in connection with any and all obligations, risks and liabilities derived from the execution, performance or termination of the exploration and production contracts. Conversely, the rights and obligations that comprise "working interests" are only enforceable vis a vis between the executing parties under private agreements, and have no legal effects before the ANH, the Colombian authorities or third parties.
With respect to the Sinu-9 Block, the Company is a party of record and holds a 39% contractual interest in the exploration and production contract for the Sinu-9 Block granted by and entered into with ANH. With respect to the Maria Conchita Block, the Company holds 100% of the contractual interest as the sole party and operator of record under the relevant exploration and production contract entered into with the ANH, and holds an 80% working interest under private agreements with third parties.
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