TG World Energy Corp.
TSX VENTURE : TGE

TG World Energy Corp.

June 30, 2005 09:56 ET

TG World Energy Corp. Announces Private Placement of Units

CALGARY, ALBERTA--(CCNMatthews - June 30, 2005) -

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

TG World Energy Corp. (TSX:TGE) announced today that it has engaged Canaccord Capital Corporation as its agent in connection with an offering of Units of the Corporation. The size of the offering will range from a minimum of $1.5 million to a maximum of $2 million and will be undertaken by way of private placement. The price per Unit will be $0.70, subject to receipt of any necessary regulatory approvals. Each Unit is to consist of one common share and one-half of one non-transferable share purchase warrant. In turn, each full warrant will entitle the holder thereof to acquire one common share at a price of $0.85 per share, if the warrant is exercised within the 12 month period following closing and at $1.00 per share if the warrant is exercised at any time during the second year following closing. All common shares and warrants comprising the Units will be subject to restrictions on resale under securities laws in force in Canada for a period of four months following closing. The net proceeds from the sale of the Units will be added to the working capital of the Corporation and used to fund expenditures associated with the Corporation's interest in the Tenere Concession in Niger.

The Corporation has agreed to pay a cash commission to Canaccord in an amount equal to 8% of the total gross proceeds from the sale of Units. In addition, the Corporation will, upon completion of the private placement, issue to Canaccord a number of agent warrants equal to 10% of the total number of Units sold. Each agent warrant will entitle the holder thereof to acquire one common share of the Corporation, at an exercise price of $0.85 per share if the warrant is exercised during the first 12 months following closing and at $1.00 per share if the warrant is exercised during the second year following closing.

The private placement is subject to a number of customary conditions, including the execution and delivery of a formal agency agreement between the Corporation and Canaccord.

Completion of the private placement is also subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

THIS NEWS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO PURCHASE SECURITIES OF THE CORPORATION IN ANY JURISDICTION.

Certain statements regarding the proposed private placement and TG World Energy Corp. contained in this News Release are forward looking statements. Forward-looking statements (often, but not always, identified by the use of words such as expect, may, anticipate or will and similar expressions) may include plans, expectations, opinions, or guidance that are not statements of fact. Although the Corporation believes that the expectations reflected in such forward looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. These statements are subject to certain risks and uncertainties that could cause actual results or outcomes to differ materially from those anticipated or implied by forward looking statements. TG World Energy Corp. does not assume responsibility for the accuracy and completeness of the forward looking statements and, subject to applicable law, does not undertake any obligation to publicly revise such forward looking statements to reflect subsequent events or circumstances. The forward looking statements of TG World Energy Corp contained in this News Release or expressly qualified, in their entirety, by this cautionary statement.

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

Contact Information

  • TG World Energy Corp.
    Clifford M. James
    President & CEO
    (403) 265-4506
    (403) 264-7028 (FAX)