TG World Energy Corp.
TSX VENTURE : TGE

TG World Energy Corp.

August 09, 2006 19:41 ET

TG World Energy to Increase Previously Announced Financing

CALGARY, ALBERTA--(CCNMatthews - Aug. 9, 2006) - NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE U.S.

TG World Energy Corp. (TSX VENTURE:TGE) announced today that it has agreed to increase the size of its previously announced financing by approximately 2.3 million units priced at $1.20 per unit. Each unit will consist of one common share of TG World and one half of one common share purchase warrant. A full warrant will entitle the holder to acquire one common share of the Corporation at any time until the date that is 12 months following closing of the offering, at an exercise price of $1.50 per share (subject to customary anti-dilution adjustments). After giving effect to the exercise of the agents' option and the increase in the offering size, a total of approximately 18.9 million units are expected to be sold for total gross proceeds of approximately $22.7 million.

As previously announced, the offering is being made through a syndicate of agents co-led by Tristone Capital Inc. and Canaccord Capital Inc., and including Jennings Capital Inc.

The Engagement Letter entered into with Tristone Capital Inc. contemplates that the securities comprising the units will be offered for sale on a private placement basis, in reliance upon applicable prospectus and registration exemptions. All securities of the Corporation distributed in connection with the offering will be subject to restrictions on resale imposed by applicable securities laws. TG World expects to utilize the net proceeds of the offering to fund ongoing exploration and development of oil and gas assets in Alaska, in Niger and for general corporate purposes.

Closing of the offering is expected to take place in the fourth week of August 2006 and is conditional upon receipt of customary approvals (including the approval of the TSX Venture Exchange).

Certain information set out in this news release, including the proposed uses of the net proceeds from the Offering, constitute forward-looking information. Readers should review the cautionary statement respecting forward-looking information that appears at the end of this news release.

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 included in this news release are not historical facts, but rather 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 or opinions that are not statements of fact. Forward-looking statements are based upon the opinions, expectations and estimates of management of TG World as at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. These factors include, but are not limited to, such things as the ability to successfully market securities of the Corporation for sale pursuant to available prospectus and registration exemptions, volatility in the trading price and volumes of the Corporation's publicly traded securities, the inherent risks associated with oil and gas exploration and development, timing of execution of various elements of the Corporation's business plan, the availability of human resources, the availability of financial resources, prevailing interest and exchange rates, and new laws (domestic or foreign). TG World does not assume responsibility for the accuracy and completeness of the forward-looking statements and does not undertake any obligation to publicly revise such forward-looking statements to reflect subsequent events or circumstances. TG World's forward-looking statements are expressly qualified in their entirety by this cautionary statement. Additional information relating to various risk factors to which TG World is exposed in the conduct of its business (and which may affect the expectations or outcomes reflected in the forward-looking statements contained in this news release) are described in publicly available documents filed by TG World with certain securities regulatory authorities in Canada, which are available through SEDAR, at www.sedar.com.

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)
    or
    TG World Energy Corp.
    Paul Moon
    Director, Corporate Communications
    (403) 265-4356
    Email: info@tgworldenergy.com
    Website: www.tgworldenergy.com