/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
KELOWNA, BC, June 15, 2015 /CNW/ - Georox Resources Inc.
("Georox" or the "Corporation") (GXR:TSX-V; OF6A:FRA)
wishes to announce a number of recent developments.
Loan Facilities
Georox has signed loan commitment renewal agreements with its
senior lender and its mezzanine lender, Tallinn Capital Mezzanine
Limited Partnership ("Tallinn"). The senior lender
arrangements have been extended to May 1, 2016 with an interim
review on or before November 1, 2015. The senior lender
facilities are demand facilities. The condition to extension
by its primary lender was the repayment of $1,000,000 principal amount on the non‑revolving
demand loan portion of its credit facility. In addition,
principal payments on the revolving operating demand loan have been
set at $75,000 per month.
The Corporation's mezzanine lender has agreed to advance an
additional $1,100,000 under its
facility with the Corporation (now aggregate $3,300,000) with $1,000,000 of that amount going to pay down the
Corporation's senior lender and the balance to loan commitment fees
and working capital. Interest only and no principal is due
during the term of the Tallinn
loan. The term of the Tallinn loan is to November 30,
2015. Tallinn has agreed, in
it's sole discretion, that provided the Corporation is not in
default and meets certain other pre‑conditions, and pays an
extension fee of 2.25% on each occasion, to extend the loan
maturity date for up to three separate six month extensions, to an
outside date of April 30, 2017.
In connection with the Tallinn
loan and subject to approval of the TSX Venture Exchange
("TSXV"), the Corporation will issue to Tallinn 1,000,000 warrants exercisable for a
term of one (1) year for the purchase of common shares of the
Corporation at a trading price equal to the volume weighted average
trading price for the five (5) days immediately preceding the
advance date under the loan agreement plus a premium of 20%.
The term of these warrants may be extended, subject to the approval
of the TSXV, concurrent with and for a term equal to the extension
of the Tallinn loan, to a term of
up to two (2) years.
Non-Brokered Private Placement
The Corporation has received approval from the TSXV for the
extension to July 13, 2015 for
completion of the private placement announced under the
Corporation's press release on May 4,
2015. The private placement is for up to 10,000,000 units
($500,000) at $0.05 per unit (each unit comprised of one share
and one‑half common share purchase warrant). Each warrant
will entitle the holder to acquire one common share at a price of
$0.10 for a period of 24 months from
the closing date. The Corporation has not yet completed any
closings under the private placement and anticipates an initial
closing on or about June 25,
2015.
About Georox
The Corporation is a Canadian oil and gas exploration and
production company engaged in the acquisition, exploration and
development of oil and gas in western Canada.
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.
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.