Coral Sea Resources Inc.
TSX VENTURE : CSX

Sagres Energy Inc.

April 01, 2010 10:54 ET

Coral Sea Resources and Sagres Energy Announce Second Closing of the Subscription Receipt Financing of Sagres Energy Inc.

CALGARY, ALBERTA--(Marketwire - April 1, 2010) - Coral Sea Resources Inc. ("Coral Sea") (TSX VENTURE:CSX) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Coral Sea Resources Inc. ("Coral Sea") (TSX VENTURE:CSX) and Sagres Energy Inc. ("Sagres"), an international oil and gas exploration company with an exploration portfolio in Guyana and Jamaica, announce, further to their joint news releases issued on September 24, 2009, January 26, 2010, and March 5, 2010 that Sagres has closed the second tranche of its previously announced private placement offering of subscription receipts. Sagres issued an additional 5,905,700 subscription receipts at a price of $0.35 per subscription receipt for gross proceeds of $2,066,995. This brings the total securities issued and proceeds raised pursuant to the private placement to 14,285,700 and $4,999,995, respectively. Sagres will not be issuing any additional securities pursuant this financing (the "Brokered Financing") or prior to the completion of the proposed acquisition by Coral Sea of all the outstanding common shares of Sagres (the "Acquisition"). The offering is being led by Canaccord Financial Ltd. and Raymond James Ltd.

Each subscription receipt entitles the holder to receive one common share of Sagres without additional payment or further action by the holder immediately following the receipt by Canaccord and the escrow agent of a joint notice of Sagres and Coral Sea that all the conditions precedent to the completion of the proposed acquisition by Coral Sea of all the outstanding common shares of Sagres (the "Acquisition") (except for the release of the escrow funds and the filing of articles of amalgamation) have been satisfied or waived and the satisfaction of other terms and conditions in favour of Canaccord.

The gross proceeds of the offering will be held in escrow pending receipt and acknowledgement by Canaccord of the joint notice and receipt by the parties of all necessary regulatory approvals for the Acquisition. If the Acquisition does not close before April 16, 2010 (except as extended with the consent of Canaccord), or if the definitive agreement for the Acquisition is terminated at any earlier time, the holders of the subscription receipts will be entitled to a return of their full subscription price and their pro rata entitlement to the interest earned on the escrowed funds. The common shares of Coral Sea to be issued to subscribers under the offering will not, upon completion of the Acquisition, be subject to a hold period, except to the extent required to comply with the escrow and seed share requirements of the TSX Venture Exchange (the "TSXV"). Upon closing of the Acquisition, Sagres will pay Canaccord a cash fee equal to 6.0% of the gross proceeds of the Brokered Financing and related expenses.

Update on the Acquisition

Coral Sea and Sagres are continuing to work with the TSXV to obtain all required approvals for the completion of the Acquisition. Meetings of the shareholders of Coral Sea and Sagres to approve the Acquisition have been called for April 6, 2010. Coral Sea and Sagres have applied to the TSXV for approval of the Acquisition and related transactions and the listing of the Coral Sea Shares issuable in connection with such transactions. No assurances can be given that such approval will be given or given on terms and conditions that are satisfactory to Coral Sea and Sagres. Coral Sea and Sagres have mailed the joint information circular for the meetings and continue to expect that the Acquisition will close on time.

About Coral Sea

Coral Sea Resources Inc. is a publicly traded company listed on the TSX Venture Exchange and trading under the symbol "CSX". Coral Sea owns petroleum and natural gas assets in the Nevis area of Alberta.

About Sagres Energy

Sagres Energy Inc. is a privately-held international oil and gas exploration company with an exploration portfolio in Guyana and Jamaica.

Completion of the Acquisition and the Brokered Financing is subject to a number of conditions, including TSXV acceptance and shareholder approval (including on a disinterested basis to the extent required). The Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the Acquisition and Brokered Financing will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of Coral Sea Resources Inc. should be considered highly speculative. Information contained in this news release relating to Sagres, including financial information and description of its assets and related rights, has been provided to Coral Sea by management of Sagres and has not been independently verified by management of Coral Sea.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The 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.

Forward-looking statements

This news release contains forward-looking statements relating to the Acquisition, the Brokered Financing and the holding of shareholder meetings to approve the Acquisition. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections in the forward-looking statements will not occur, and that actual performance and results in future periods may differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These assumptions, risks and uncertainties include, among other things: the risk that the Acquisition will not be completed if the definitive agreement is terminated or that the necessary approvals and/or exemptions are not obtained or some other condition to the closing of the Acquisition is not satisfied; the risk that the terms of the Brokered Financing will be changed; the risk that closing of the Acquisition and Brokered Financing could be delayed if the parties are not able to obtain the necessary approvals on the timelines they have planned; the risk that the intended use of the net proceeds of the Brokered Financing might change if the board of directors of the combined company determines that it would be in the best interests of the combined company to deploy the proceeds for some other purpose; risks that the marketing efforts will not result in the completion of the Brokered Financing or the realization of the anticipated proceeds under the Brokered Financing; the assumptions relating to the parties holding their respective shareholder meetings and the timing thereof, the timing of obtaining required approvals and satisfying closing conditions for the Acquisition and the Brokered Financing, state of the economy in general and capital markets in particular, investor interest in the business and future prospects of Coral Sea and Sagres, the ability of the Agents to successfully market the Brokered Financing and the exploration and development risks described below.

The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, Coral Sea and Sagres disclaim any intention and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Coral Sea and Sagres undertake no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

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.

Contact Information

  • Coral Sea Resources Inc.
    John Mackay
    President
    (403) 218-6509
    or
    Sagres Energy Inc.
    Dr. David Johnson
    President
    (403) 978-9878
    or
    Sagres Energy Inc.
    Jason Bednar
    Chief Financial Officer
    (403) 607-4607