TG World Energy Corp.
TSX VENTURE : TGE

TG World Energy Corp.

December 22, 2008 17:59 ET

TG World Adopts Shareholder Rights Plan

CALGARY, ALBERTA--(Marketwire - Dec. 22, 2008) - TG World Energy Corp. (TSX VENTURE:TGE) ("TG World" or the "Company") announced today that its Board of Directors has approved the adoption of a shareholder rights plan (the "Rights Plan"). The Rights Plan is effective immediately and will be submitted to the Company's shareholders for ratification at the next annual general meeting expected to be held in June 2009.

The Rights Plan is intended to ensure that all shareholders of the Company are treated fairly in connection with a transaction involving a potential change of control of the Company. By encouraging the offeror under any take-over bid for the Company's voting shares to make a bid that either qualifies as a "Permitted Bid" or is on terms negotiated with the Board of Directors, the Rights Plan provides a mechanism to ensure that shareholders have adequate time to properly evaluate the bid without undue pressure or coercion, and that the Company's Board of Directors have an adequate opportunity to consider the bid and, if applicable, explore alternative transactions in order to maximize shareholder value. To qualify as a Permitted Bid under the Rights Plan, a take-over bid must, among other things, be made to all shareholders and remain open for acceptance for at least 60 days from the date of the bid.

The share purchase rights issued under the Rights Plan will become exercisable only if a person, together with its associates, affiliates and joint actors, acquires beneficial ownership within the meaning of the Rights Plan of 20% or more of the Company's outstanding voting shares otherwise than pursuant to a Permitted Bid or certain other exempt transactions, or commences or announces an intention to commence a take-over bid that does not qualify as a Permitted Bid. In the event of any such acquisition, the rights will entitle shareholders other than the acquiring person or its associates, affiliates and joint actors to purchase additional common shares of TG World at a significant discount to their market price.

The Company is not currently aware of any take-over bid or offer by any party to acquire control of the Company that has been made or is contemplated.

One right has been issued under the Rights Plan in respect of each common share outstanding at the close of business today.

The complete terms and conditions of the Rights Plan are set forth in a shareholder rights plan agreement between TG World and Computershare Trust Company of Canada, as rights agent, a copy of which has been filed on SEDAR (www.sedar.com).

Corporate Profile

TG World is a Calgary-based, junior international oil and gas exploration company. On March 18, 2006, TG World Energy Inc., a wholly-owned subsidiary of TG World, entered into a major exploration project through the formation of a joint venture with Brooks Range Petroleum Corp. The BRPC / TG World Joint Venture was formed as an exploration strategic alliance covering a large area of mutual interest on the Alaskan Central North Slope. Through a wholly-owned subsidiary, the Company's interest in the Alaska Joint Venture includes a 25 - 35% working interest in approximately 335,000 gross acres of lease lands and an Area of Mutual Interest under which additional lands may be acquired.

Through a wholly-owned subsidiary, TG World holds a 20% carried interest in the Tenere Block, an oil and gas concession in the Republic of Niger, Africa, measuring 71,155 square kilometres (17.3 million acres). The Tenere Block contains the northern half of the Termit - Tenere Rift. The southern half is adjacent to the Agadem Block, where six oil discoveries and one gas discovery have been announced. CNPCIT, a unit of CNPC, holds the other 80% of the Tenere concession and acts as operator of the project.

The TSX Venture Exchange has neither approved nor disapproved the contents of this news release and the TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this news release.

Contact Information

  • TG World Energy Corp.
    Clifford M. James
    President and CEO
    (403) 265-4506
    (403) 264-7028 (FAX)
    or
    TG World Energy Corp.
    Paul Moon
    Director, Corporate Communications
    (403) 265-4506
    (403) 264-7028 (FAX)
    Email: info@tgworldenergy.com
    Website: www.tgworldenergy.com