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FITZROY RIVER CORPORATION LTD — Capital/Financing Update 2011
Feb 6, 2011
64955_rns_2011-02-06_e6fb4303-d1c4-43fa-b2b2-f347192ef302.pdf
Capital/Financing Update
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NEWS RELEASE 7 February 2 011
SUCCESSFUL RESTRUCTURING OF THE TRANSCOR NOTES
Euro p ean Gas Li m ited (the Co m pany) is ple a sed to anno u nce that it h a s executed a n agreement with Tran s cor Astra Lu x embourg S. A . (Transcor) to fully repa y the principal and all accr u ed interest t o disch a rge the EU R 36,375,000 n otes. It will d o this by co m pleting the f ollowing tran s actions to b e docu m ented in de f initive agree m ents by 31 M arch 2011:
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Transfer of o w nership of G a zonor to Transcor
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• I s sue of 22 mi l lion shares i n the Compa n y to Transc o r (15 million s hares issue d against the notes a n d 7 million a dditional shares issued at AUD 50 cen t s each to ex t inguish inter c ompany loa n s from G azonor)
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• G rant of a 12 m onth option to Transcor to subscribe f o r 20 million s hares in the Company at 50 c e nts each
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• G rant of a 3 y e ar option for Transcor to a cquire for n o minal consideration all th e Company’s shares i n the 50/50 E u ropean Gas Benelux S.A. joint ventur e
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• Entry into far m in agreements over Gazonor’s existing and future e x ploration permits in Sud M idi a n d Valenciennois (France ) . EGL will b e the operator and entitled to earn a 70 % interest in t hose p e rmits on co m pletion of th e agreed wo r k program
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• Entry into far m in agreements to enhanc e production in Gazonor’s Poissonière a nd Desiree (France) p r oduction pe r mits. Gazon o r will be the o perator and EGL will ear n 70% intere s t in this increased s a les gas pro d uction reven u e (after costs)
All th e shares and the option are subject to a 6 month disposal restrict i on. Transcor currently holds 5.82 m shares in t h e Company a nd will hold 2 7.82 million shares in the Company af t er the issue o f the 22 million shares (representing 10.5% of the Company’s t hen issued ordinary shar e s).
The t r ansactions a re subject to shareholder a nd relevant regulatory a p proval. The C ompany will now conv e ne a shareh o lders’ meeti n g to be held in late Marc h 2011 and fu r ther details w ill be contai n ed in the n o tice of meeting. The agreement with Transcor is le g ally binding a nd the Com p any intends to apply to ha v e the tradin g suspension lifted as soo n as the defin i tive docume n ts are signe d .
CEO and Managing Director, P e ter Cockcro f t said: “ Disc h arging the n o tes complet e ly restores t h e Com p any’s balan c e sheet and a llows it to refocus on its c ore explorati o n expertise. Transcor subs c ription of sh a res at AUD 5 0 cents per s hare is a str o ng sign of c o nfidence on our ability to d evelop our a s sets in Euro p e and furth e r strengthen s our share r e gister. We a r e looking for w ard develo p ing our proje c ts in Europe and working together wit h Transcor in the future, e s pecially in th e Gazonor a n d Belgi u m explorati o n areas.”
Julie n Moulin, Ch a irman of the B oard of Eur o pean Gas, said: “This is a great miles t one for the Com p any and the completion of our financial restructurin g certainly m a rks the begi n ning of a ne w day for E u ropean Gas Ltd. We are v ery well pos i tioned to rea l ize the full p o tential of ou r underlying a ssets and t a ke advanta g e of the gro w th of the unc o nventional g as industry i n Europe.”
EUROPEAN GAS LIMITED ABN 75 075 760 655
Suite 4, 4 Ventnor A v enue West Perth WA 600 5 , Australia
T +61892260320
ABOUT EUROPEAN GAS LIMITED
European Gas Limited (EGL) is a hydrocarbon explorer/developer/producer with both production and exploration projects in western Europe. The strategy of the company is to explore and develop unconventional hydrocarbon resources with a focus on shale gas, Coal Bed Methane and Coal Mine Methane projects, particularly in France where the Company has major holdings under licence.
For further information please contact:
Peter Cockcroft
CEO and Managing Director
Or refer to the European Gas Limited web-site: www.europeangas.fr