XGEN Ventures Inc.

May 21, 2009 07:00 ET

XGEN Reports Completion of Continuous Disclosure Review by TSX Venture Exchange

TORONTO, CANADA--(Marketwire - May 21, 2009) - The Board of Directors of XGEN Ventures Inc. (the "Company" or "XGEN") (NEX BOARD:XGN.H) announces the completion of a review initiated by the TSX-V in December 2008 which lead to the halting of the Company's shares on January 30, 2009. The Company has cooperated with the TSX-V during the course of its review which identified a number of cases where the Company had not complied with the TSX-V requirements. As a result of the review, the Company has been placed on Notice to Comply with Exchange Requirements. Any further violations of Exchange Requirements may result in a review being commenced and applicable further action being initiated by the Exchange against the Company and its management, directors and officers.

The specific cases of non-compliance identified during the review are outlined below along with the actions taken by the Company to remedy these deficiencies:

1. The Company had been in default of holding an Annual General Meeting ("AGM") in compliance with Exchange Policies as the Company's last AGM was held on September 3, 2004. The Company has now filed a Notice of Meeting and Record date on SEDAR for a proposed AGM to be held on July 20, 2009. Should the Company not hold its AGM on or prior to July 20, 2009, trading in the shares of the Company may be suspended from trading.

2. In May-June 2008 the Company raised $50,250 through 5 private placement financings to arms' length investors of 67,000 units each for a total of 335,000 units. Each unit entitled the investor to acquire one common share and one half common share purchase warrant, which warrant expires after 12 months if unexercised.

The Company issued the common shares and warrants to the investors in December 2008 prior to making the required submissions to the TSX-V in accordance with NEX policy 5.9. When the Company issued the common shares in December 2008, it did so without placing the required hold period legend on the share certificates, in error and in contravention of TSX-V policy. In addition, the Company did not issue the applicable disclosure with respect to these private placements in contravention of TSX-V Policy.

The Company subsequently provided the required submissions to the TSX-V in January 2009 and has now developed detailed procedures which the Board of Directors have approved and implemented relating to all future issuances of units, shares, options and warrants which reflects all required TSX-V policies.

3. In March 2007 the Company entered into an agreement to acquire rights to certain oil and gas assets located in the Peace River Arch in Northern Alberta. The agreement was subject to the Company receiving approval from the Alberta Energy and Utilities Board, which approval was subsequently received in June 2007. The Company did not file notice of this transaction with NEX for approval at that time pursuant to NEX policy. A submission was subsequently provided to NEX in January 2009.

The Company issued two press releases with respect to this transaction on April 17, 2007 and June 13, 2007. However it failed to disclose the purchase price of the assets acquired, which disclosure is required under NEX policy. The purchase price of the assets was $125,000.

4. In January 2008 the Company entered into an agreement with an arm's length private company ("the Developer") for the development of the assets acquired in March 2007. The Developer was entitled to earn a 30% working interest in the assets and related production associated with the asset upon the Developer completing the work required to bring the assets to production, which work was completed in August 2008. The Company did not file the required submission with NEX for approval of this agreement nor did it issue a press release as required by NEX policy. A submission had subsequently been filed with NEX in January 2009.

5. In March 2007 the Company secured a total of $899,500 of term loans from a shareholder ("Lender"), which funding was used to post the required deposits with the Alberta Energy and Utilities Board coincident with the acquisition of the assets described above. As part of the agreement with the Lender, the Company provided the Lender with an option to acquire a 30% working interest in the assets. The Company did not file the required submission for this transaction with NEX nor did it issue a press release as required by NEX policy. A submission to NEX was subsequently filed in January 2009.

6. In 2008 the Company granted 333,333 stock options to a director of the Company and did not disclose the options grant at that time as prescribed by TSX-V policy.

The Company's Directors have addressed the matters raised in this review and have adopted the appropriate policies and procedures going forward to ensure compliance with TSX-V / NEX regulations and policies in the future. In addition two of the Company's directors are required to attend a corporate governance course acceptable to the Exchange in 2009.

The Company is now preparing its materials for its annual general meeting scheduled for July 20, 2009.

Pursuant to the completion of the Exchange's review, the Company has been advised that its shares are scheduled to be resumed to trading on NEX effective the opening on Friday May 22, 2009.

Forward-Looking Statements

Information provided herein contains forward-looking statements. The reader is cautioned that assumptions used in the preparation of such information, which are considered reasonable by the Company at the time of preparation, may prove to be incorrect. Actual results achieved may vary from the information provided and the variations may be material. There is no representation by the Company that actual results achieved will be the same in whole or in part as those indicated in the forward-looking statements.

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

Contact Information

  • XGEN Ventures Inc.
    Rod J. MacKenzie
    Managing Director