Invicta Oil & Gas Ltd.
TSX VENTURE : IGG

Invicta Oil & Gas Ltd.

November 27, 2007 08:00 ET

Invicta Oil & Gas Ltd.: Closing of Acquisition of 90% Interest in Cheetah Oil & Gas

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 27, 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 closed its previously announced acquisition of 90% of the shares of Cheetah Oil & Gas Ltd. (British Columbia) ("Cheetah BC"). Cheetah BC indirectly holds interests in approximately 8.4 million acres of land prospective for oil and natural gas in Papua New Guinea (the "PNG Lands").

In connection with the acquisition, the Company is paying US$3.25 million to Kepis and Pobe Investments Inc. ("Kepis") to acquire its rights to (i) subscribe for shares of Cheetah BC and (ii) to acquire debt owed by Cheetah Oil & Gas Ltd. to Macquarie Holdings (USA) Inc. Subject to regulatory approval, Kepis has agreed to accept US$2,250,000 of the purchase price in the form of 3,968,437 Invicta shares, based on an issue price of CDN$0.56 per share.

The Company has exercised its rights to acquire 90% of the shares of Cheetah BC for a net subscription price of US$15.0 million. The Company has also agreed to make an additional US$10.0 million contribution of capital to Cheetah BC on or before December 31, 2008. The acquisition proceeds paid and further capital contributions to be paid to Cheetah BC will be used to fund exploration and development on the PNG Lands. The Company's press release of July 27, 2007 contains further details of the terms of the agreements.

In addition, Invicta is pleased to announce the appointment of Ian McKinnon as President of the Company. Mr. McKinnon replaces Paul Larkin who has resigned as President and Chief Executive Officer but will remain a director of the Company. The Company thanks Mr. Larkin for his contributions to the Company in his former capacity as an officer of the Company. In addition David Cohen and Robert Cross have been appointed as directors of the Company and Mr. McKinnon has resigned as a director of the Company.

Invicta also announces it has granted 7,600,000 stock options pursuant to its previously approved stock option plan to directors, employees and consultants of the Company. The options are exercisable for five years at an exercise price of $0.58 per share.

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 Private Placement 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: 130,919,958

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.
    Ian McKinnon
    President
    (604) 417-5875
    or
    Invicta Oil & Gas Ltd.
    Arlen Hansen
    Investor relations
    1-866-684-6730