Transeuro Energy Corp.
TSX VENTURE : TSU
OSLO STOCK EXCHANGE : TSU

Transeuro Energy Corp.

October 26, 2009 11:50 ET

Transeuro Energy Corp.: News Release-Restructuring Completed

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 26, 2009) - Transeuro Energy Corp. ("Transeuro" or the "Company") (TSX VENTURE:TSU)(OSLO:TSU) announces that the Company has completed the final steps of its restructuring with the approval by the Oslo Stock Exchange ("OSE") of a full prospectus that will then trigger on the following day the Norwegian trading in the new shares issued as part of the debt retirement. Trading of the new shares in Canada will not commence until January 3rd 2010 when all the shares will merge into the Companies regular ISIN CA8936511093.

159.7 million shares and 33.6 million warrants have been issued in September 2009 as a result of the debt retirement. Of these, 108.9 million shares and 30.8 million warrants were issued to the Bondholder in September and have been issued in Canada and transferred by the Company to Norway for distribution to the holders. In addition the Company has also distributed to the bondholders the shares and warrants issued in February 2009 and transferred to Norway for the November 2008 interest payments, which include 10.8 million shares and 5.4 million warrants. These shares are validly and legally issued, fully paid-up and properly registered with the VPS (Norwegian Central Securities Depository) under the following ISIN's at Oslo Axess. Shares with ISIN CA 8936515052 trade under ticker TSU R:

Number of Shares:ISINComment
10 800 000CA 893 6511093Nov 08 Interest
21 600 000CA 893 6515052May, Nov 09 Interest
87 352 500CA 893 6515052Bond Principal

In addition to the above shares that are tradable on Oslo Axess, a further 56.2 million shares were issued in Canada/Toronto Venture Exchange to cover:

Number of Shares: ISIN Comment 
10 000 000 CA 893 6515052HAES
34 872 559CA 893 6515052Creditors
5 400 000CA 893 6511093Debenture Feb 08 Interest
5 923 290CA 893 6515052Debenture Interest

The total number distributed over the last 12 months and described in the prospectus is therefore 175.9 million shares and 41.7 million warrants. Full details of the different debt settlements and the resultant shares and warrant details can be found in the Prospectus that will be made available on the Company website (www.transeuroenergy.com) and the Pareto Securities website (www.pareto.no). The Company now has 383,846,590 shares and 86,137,565 warrants outstanding.

David Worrall, President and CEO of Transeuro commented, "With the restructuring completed management attention is focused once again on driving ahead with developments on our two main assets in Canada and Ukraine. We now need to secure the necessary funding for each asset and to create a climate for success in Ukraine on the back of recent positive negotiations with the government."

As of the date of this prospectus, the Company is of the opinion that its working capital is insufficient to support its present operational requirements. The existing payables currently exceed the Company's cash balance. At October 21, 2009, the Company had a working capital deficit of approximately CDN$10 million. The Company's existing cash resources are less than $300,000 and thus will deplete in less than 30 days without additional cash being raised either through asset sales, warrant exercise or asset sales. A number of activities are underway to secure the necessary cash in a timely manner and these are listed below.

The current working capital deficit of CDN$10,000,000 when combined with the anticipated cash outflow from operations of CDN$175,000 per month and anticipated gas sales revenue from Canada and Ukraine of CDN$2,000,000 over the next 12 months, creates a projected 12 month cash shortfall of CDN$10 million. To manage this requirement the Company proposes the following:

  1. The Companies preferred method of raising additional working capital is to farm out a working interest in its Canadian and Ukraine assets, to generate funds to further advance development of each asset and to provide general funds for the company.
  1. The Company currently holds 13,642,860 common shares of Eaglewood which have a fair market value of CDN17.2M based on the closing market price of CDN$1.26 on October 21, 2009. A total of 6,142,860 of these shares are held in escrow and will be released in March 2010 (4,500,000 shares) and October 2010 (1,642,860 shares). Furthermore, these shares are all held as security for the Series A and Series B debentures. The Company, subject to Exchange and Series A debenture holder approval, is proposing to have approximately 2.6M of the Eaglewood shares released for sale by the Company to raise additional working capital. All of the shares will be released as security once the Series A and Series B debentures mature in November and December 2009, respectively. In addition the Company holds a back-in option to 10% of the licenses held by Eaglewood that has been valued by a third party at between US$5M and US$20M and the Company is presently evaluating various options to monetize the option within the next 12 months. The value of the Eaglewood shares and back-in right more than exceeds the anticipated cash shortfall of CDN$10M as described above. Should the farm out efforts described above not be successful in providing the Company with sufficient working capital over the next 12 months, then the Company is prepared to dispose of the back-in right and/or additional shares of Eaglewood as needed to meet its operational requirements.
  1. The Company is prepared to pursue an equity financing to raise additional cash, and has a mandate agreement in place with Pareto Securities to assist in this endeavor. Also the Company currently has 86,137,565 share purchase warrants outstanding with a weighted average exercise price of CDN$0.13. While a specific amount cannot be estimated, it is anticipated that the Company will receive funds from the exercise of some of these warrants.
  1. In addition, the Company has proposed to the Series A debenture holders for a one year extension of the CDN$2M payment due in November 2009 and is likely to extend a similar offer to the debenture expiring in December.

Transeuro Energy Corp. is involved in the acquisition of petroleum and natural gas rights, the exploration for, and development and production of crude oil, condensate and natural gas. The Company's properties are located in Canada, Armenia, and Ukraine. In addition, the Company owns shares in Eaglewood Energy Inc. and holds a back-in option to their exploration licenses.

On behalf of the Board of Directors

Aage Thoen, Chairman

CAUTION REGARDING FORWARD LOOKING STATEMENTS

This announcement contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to as "forward-looking statements"). Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "planned", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any of our future results, performance or achievements expressed or implied by the forward-looking statements; consequently, undue reliance should not be placed on forward-looking statements.

These risks, uncertainties and other factors include, but are not limited to: changes in Norwegian, Canadian and US dollar exchange rates; our strategies and objectives; our tax position and the tax and royalty rates applicable to us; our ability to acquire necessary permits and other authorizations in connection with our projects; risks associated with environmental compliance, including without limitation changes in legislation and regulation, and estimates of reclamation and other costs; our cost reduction and other financial and operating objectives; our environmental, health and safety initiatives; the availability of qualified employees and labour for our operations; risks that may affect our operating or capital plans; risks created through competition for oil and gas properties; risks associated with exploration projects, and reserve estimates, including the risk of errors in assumptions and methodologies; risks associated with our dependence on third parties for the provision of critical services; risks associated with non-performance by contractual counterparties; risks associated with title; and general business and economic conditions.

Forward-looking statements are based on a number of assumptions that may prove to be incorrect, including, but not limited to, assumptions about: general business and economic conditions; the timing of the receipt of required approvals for our operations; the availability of equity and other financing on reasonable terms; power prices; our ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; our ability to attract and retain skilled labour and staff; the impact of changes in Canadian/US dollar and other foreign exchange rates on our costs and results; market competition; and our ongoing relations with our employees and with our business partners and joint venturers.

We caution you that the foregoing list of important factors and assumptions is not exhaustive. Events or circumstances could cause our actual results to differ materially from those estimated or projected and expressed in, or implied by, these forward-looking statements. We undertake no obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of factors, whether as a result of new information or future events or otherwise, except as may be required under applicable laws.

The TSX Venture Exchange and Oslo Bors have not reviewed, and do not accept responsibility for the adequacy or accuracy of the content of this news release.

Contact Information

  • Transeuro Energy Corp.
    David Parry
    SVP
    +1 604 681 3939
    or
    Transeuro Energy Corp.
    Karen Jenssen
    IR
    +47 91 729787
    www.transeuroenergy.com