Paris Energy Inc.
TSX VENTURE : PI

April 18, 2008 09:00 ET

Paris Announces Private Placement Financing

CALGARY, ALBERTA--(Marketwire - April 18, 2008) -

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

Paris Energy Inc. ("Paris" or the "Company") (TSX VENTURE:PI) is pleased to announce that it intends to complete a non-brokered private placement of up to 10,000,000 common shares ("Common Shares") at a price of $0.20 per Common Share for gross proceeds of $2,000,000 to certain directors, officers, employees, insiders and other qualified purchasers (the "Private Placement Offering"). The Private Placement Offering is expected to close on or about May 16, 2008 and is subject to the approval of the TSX Venture Exchange.

The Private Placement Offering allows new directors, officers and employees to obtain an equity position in the Company. There are currently 9,552,349 Common Shares of Paris outstanding.

Proceeds from the Private Placement Offering will be used to develop its oil and natural gas projects, to conduct acquisitions and for general corporate purposes.

The issuance of Common Shares to directors, officers and insiders pursuant to the Private Placement Offering will constitute a "related party transaction" which will be exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (which rule has been adopted by the TSX Venture Exchange) on the basis that no securities of the Company are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States, the fair market value of the Common Shares issued to directors, officers and insiders will not exceed $2.5 million, and independent directors of the Company have approved the Private Placement Offering.

Humboldt Capital Corporation ("Humboldt") has indicated that it intends to subscribe for 2,500,000 Common Shares pursuant to the Private Placement Offering for an aggregate subscription price of $500,000. R.W. Lamond and Humboldt together own 1,593,979 Common Shares of the Company 16.68%. R.W. Lamond has options to purchase a further 10,000 Common Shares. R.W. Lamond owns approximately 67.4% of the outstanding common shares of Humboldt. Assuming the maximum number of Common Shares are issued pursuant to each of the Private Placement Offering, R.W. Lamond and Humboldt together will own 4,093,979 Common Shares of the Company 20.9% and warrants and options exercisable, in aggregate, for the purchase of an additional 10,000 Common Shares. Three of the directors of Humboldt and certain officers are also directors and officers of Paris.

The securities of the corporation described herein, have not and will not be registered under the Securities Act of 1933 of the United States of America, as amended, or the securities laws of any other jurisdictions outside of Canada. The Private Placement Offering and the Rights Offering are not being made in any jurisdiction other than the applicable jurisdictions in Canada (the "Qualified Jurisdictions") and are not, and under no circumstances are to be construed as, offerings of any securities for sale in or to a resident of any of the jurisdictions other than the Qualified Jurisdictions or a solicitation therein of an offer to buy any securities.

The Company also wishes to announce the appointment of M. Elizabeth M. Burke-Gaffney, the President of the Company, as Chief Executive Officer.

Forward Looking Statements

Certain statements contained in this press release constitute forward-looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and "confident" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements.

Paris believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. These statements speak only as of the date of this press release. Paris undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws.

Further information relating to Paris may be found on www.sedar.com.

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

Contact Information

  • Paris Energy Inc.
    M. Elizabeth Burke-Gaffney
    President & Chief Executive Officer
    (403) 264-5545
    (403) 261-4072 (FAX)
    or
    Paris Energy Inc.
    Robert W. Lamond
    Chairman
    (403) 264-5545
    (403) 261-4072 (FAX)
    or
    Paris Energy Inc.
    2000, 633 - Sixth Avenue S.W.
    Calgary, Alberta T2P 3M3