Invicta Oil & Gas Ltd.
TSX VENTURE : IGG

Invicta Oil & Gas Ltd.

November 07, 2007 08:00 ET

Invicta Oil & Gas Ltd.: Bridge Loan Agreement and Proposed Changes to Board of Directors

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 7, 2007) -

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

Invicta Oil & Gas Ltd. ("Invicta" or the "Company") (TSX VENTURE:IGG) announces that it has entered into a 30 day bridge loan agreement (the "Loan Agreement") to borrow an aggregate principal amount of $5,000,000 (the "Loan") at a rate of 6.0% per annum from certain arm's length parties (the "Lenders"). The Company intends to use the Loan to fund the final payment due in connection with the purchase from Macquarie Bank of certain debt of Cheetah Oil & Gas Ltd. The Company is providing the Lenders with security for the Loan in the form of a security agreement (the "Security Agreement") granting to the Lenders a first ranking security interest in the Assignment and Assumption Agreement made as of July 23rd, 2007 (the "Assignment Agreement") between Kepis & Pobe Investments Inc. and the Company and all subsequent amendments to that agreement. The Company's July 27, 2007 news release contains further details regarding the Assignment Agreement.

The Company has previously announced a private placement of up to $40,000,000 in common shares at a price of $0.56 per common share (the "Private Placement"). The Lenders have each executed a subscription agreement, under which they have agreed to purchase common shares to be issued by the Company as part of the Private Placement and have agreed to convert the full amount of the principal of the Loan into shares in the Private Placement. The Company will pay the accrued interest that will be owing to the Lenders under the Loan Agreement in cash when the principal amount of the Loan is paid or offset.

Invicta also announces that it intends to add David Cohen and Robert Cross to its board of directors following the closing of the Private Placement and all transactions relating to the Assignment Agreement.

Mr. Cohen has held senior operating, project development and commercial positions with major global resource and construction companies in the mining, petroleum and construction sectors. Over the last 10 years, he has started up a number of successful listed resource companies and raised significant equity for them. He is also a board member of various public companies in the oil and gas and mining sector.

Mr. Cross has more than 20 years of experience as a financier in the Mining and Oil & Gas sectors. He has served as a director of numerous public and private companies. He is Founder and Chairman of Bankers Petroleum Ltd. Until 2007, he was Chairman of Northern Orion Resources Inc., and between 1996 and 1998 he was Chairman and CEO of Yorkton Securities Inc. From 1987 to 1994, he was a Partner - Investment Banking with Gordon Capital Corporation in Toronto. He has an Engineering Degree from the University of Waterloo (1982), and received his MBA from Harvard Business School in 1987.

The Company also announces that Steven Willey has resigned as a director of the Company in order to pursue other business opportunities. Invicta would like to thank Mr. Willey for his many contributions to the growth and success of the Company.

Readers are cautioned that completion of the transactions discussed above is subject to a number of conditions, including but not limited to Exchange acceptance. There can be no assurance that the Loan Agreement, Private Placement, Assignment Agreement and other transactions will be completed as proposed or at all.

This news release may contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such statements and information are based on assumptions and judgments of management of Invicta regarding future events or results and are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements and information. Such risks and uncertainties include Invicta's ability to close the Loan Agreement, Private Placement, Assignment Agremeent and other related transactions. Invicta disclaims any intention or obligation to revise or update such statements except as may be required by law.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any 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, or any state securities laws and may not be offered or sold in the United States or to U.S. persons absent registration or an exemption from registration.

Shares Outstanding: 54,661,375

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Invicta Oil & Gas Ltd.
    Paul Larkin
    President
    (604) 687-7767
    or
    Invicta Oil & Gas Ltd.
    Arlen Hansen
    Investor Relations
    1-866-568-9528