Sagres Energy Inc.

March 14, 2011 21:50 ET

Sagres Energy Completes Acquisition of Colombian Focused Private Company

CALGARY, ALBERTA--(Marketwire - March 14, 2011) - Sagres Energy Inc. ("Sagres") (TSX VENTURE:SGI), an international oil and gas exploration company with an exploration portfolio in Guyana and Jamaica, announced today that further to its news release of August 27, 2010, Sagres has completed the acquisition of a Colombian focused privately-held company ("PrivateCo").

Acquisition of PrivateCo

Sagres has acquired all of the outstanding shares of PrivateCo in exchange for issuing 0.25 of a Sagres share for each PrivateCo share outstanding for a total of 15.0 million shares, of which 5.0 million Sagres shares are subject to a four-month hold period.

PrivateCo is party to several agreements with certain third parties, and is in advanced stages of negotiations with other specified third parties, for the acquisition of various interests in other oil and gas exploration blocks located in South America, primarily Colombia and Peru. Sagres has agreed to issue to PrivateCo shareholders an additional 25.0 million Sagres common shares for the acquisition by Sagres of two particular blocks (12.5 million each), and a further 20.0 million Sagres common shares for the acquisition by Sagres of two other blocks acceptable to the Sagres board of directors (10.0 million each) from specified third parties. Such acquisitions must be completed before June 30, 2011. 75% of the 25.0 million shares that may be issued for the two particular blocks will be subject to certain restrictions on resale and will be released in equal instalments on the six, twelve and eighteen month anniversaries of the issuance of such shares. 

Pursuant to the definitive agreement for the acquisition, Mr. Michael Hibberd has resigned from the board of directors of Sagres and has been appointed an advising representative to the board. It is expected that Mr. Ahmed Said will be appointed to the board of directors of Sagres in his place and stead. See Sagres' news release of August 27, 2010 for further details concerning the acquisition.

Jamaica update

Sagres has requested an extension of the March 15, 2011, deadline by which it must elect to enter into the Second Phase of the Initial Exploration period under the Jamaican Production Sharing Agreements on Blocks 9, 13, and 14. The Petroleum Corporation of Jamaica is: considering Sagres' request; has released Sagres from its obligation to provide notification of its election 30 days prior to the deadline; and will allow Sagres a period of 30 days following the Petroleum Corporation of Jamaica's decision to make such election.

About Sagres

Sagres Energy Inc. is a Canadian based international oil and gas exploration company with an exploration portfolio in Guyana and Jamaica. The common shares of Sagres are listed for trading on the TSX Venture Exchange under the symbol "SGI".

Cautionary Statements

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the 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 (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward-looking statements

This news release contains forward-looking statements relating to the transactions, including statements regarding the issuance of Sagres common shares, restrictions on the resale of Sagres shares, the acquisition by Sagres of certain interests in exploration and production blocks in South America, the appointment of directors and other statements that are not historical facts.

Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections in the forward-looking statements will not occur, and that actual performance and results in future periods may differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These assumptions, risks and uncertainties include, among other things: the risk that the acquisitions will not be completed if the definitive agreements are not entered into or, if entered into, are terminated or that the necessary consents, waivers, approvals and/or exemptions are not obtained or some other condition to the closing of the acquisitions is not satisfied; the risk that closing of the acquisitions could be delayed if the parties are not able to obtain the necessary approvals on the timelines they have planned; the risk associated with obtaining required approvals and satisfying closing conditions for the acquisitions and financing, state of the economy in general and capital markets in particular, and investor interest in the business and future prospects of Sagres.

The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, Sagres disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Sagres undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Sagres Energy Inc.
    Dr. David Johnson
    (403) 978-9878
    Sagres Energy Inc.
    Jason Bednar
    Chief Financial Officer
    (403) 607-4607