Invicta Oil & Gas Ltd.
TSX VENTURE : IGG

Invicta Oil & Gas Ltd.

November 01, 2007 08:00 ET

Invicta Oil & Gas Ltd.: Up to $35 Million Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 1, 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 intends to proceed with a non-brokered private placement common share financing (the "Private Placement") of up to $35 million at a price of $0.56 per common share. Closing of the Private Placement is expected to occur on or prior to November 16, 2007. The common shares will be subject to a four month hold period under applicable securities laws. Finder's fees may be payable in connection with the Private Placement in compliance with applicable securities law and TSX Venture Exchange (the "Exchange") policies.

A portion of the proceeds from the private placement will be used to finance the closing of the previously announced transactions with Cheetah Oil & Gas Ltd., its wholly owned subsidiary ("Cheetah BC") and Kepis & Pobe Investments Inc. under which the Company intends to acquire 90% of the shares of 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"). The balance of the proceeds will be used to finance exploration on the PNG Lands and for working capital.

The Private Placement is in lieu of the brokered private placement which was announced on October 1, 2007. In this regard the engagement of the syndicate led by Westwind Partners Inc. has expired.

Completion of the Private Placement and other transactions is subject to a number of conditions, including but not limited to Exchange acceptance. There can be no assurance that the Private Placement 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 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: 54,631,375

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
    (604) 688-9895 (FAX)
    or
    Invicta Oil & Gas Ltd.
    Arlen Hansen
    Investor Relations
    1-866-568-9528
    Email: info@newdawngroup.com