Energy
Monday, March 25th, 2024 11:28 pm EDT
Key Points
- NG Energy International Corp. secures financing of up to $100 million from Macquarie Group, with $40 million already advanced and the remaining $10 million to be provided later.
- The company intends to utilize the proceeds to simplify its capital structure, optimize its balance sheet, reduce leverage, and for general corporate purposes.
- Brian Paes-Braga is appointed as the new Chief Executive Officer (CEO) of the company, with Serafino Iacono becoming Co-Chair of the board of directors.
Further to NG Energy International Corp.’s press release dated Feb. 8, 2024, it has obtained financing under the credit and guarantee agreement with Macquarie Group for a financing of up to $100-million (U.S.) of which $50-million (U.S.) is committed financing.
The Company has received an initial advance of US$40 million pursuant to the terms of the Financing, with the remaining US$10 million in committed funding to be advanced to the Company on a date to be determined pursuant to the terms of the Credit Agreement (the “Loans”). The Company intends to use the net proceeds of the Loans to: (i) simplify the Company’s capital structure; (ii) optimise the Company’s balance sheet; (iii) reduce the overall leverage of the Company; and (iv) for general corporate purposes as the Company continues to develop its asset base. The additional US$50 million in uncommitted funding will be made available to the Company by Macquarie under an accordion feature.
In addition, the Company is pleased to announce that it has obtained an uncommitted letter of credit facility from Macquarie of up to an additional US$13.6 million (the “LC Facility”). The Company intends to use the net proceeds of the LC Facility to guarantee work commitments under the Company’s contracts with midstream partners and with the Agencia Nacional de Hidrocarburos (“ANH”) in Colombia.
In connection with the Financing, the Company has issued 20,742,857 common share purchase warrants (the “Bonus Warrants”) to Macquarie. Each Bonus Warrant entitles Macquarie to purchase one (1) common share of the Company at an exercise price equal to $1.00 until December 29, 2028. The Bonus Warrants and the common shares underlying the Bonus Warrants will remain subject to a statutory four (4) month hold period ending July 23, 2024.
Immediately following the closing of the Financing, Brian Paes-Braga was appointed as Chief Executive Officer (“CEO”) of the Company. Serafino Iacono, the Company’s former CEO, has taken on the role of Co-Chair of the board of directors (the “Board”), joining existing Chair, Brian Paes-Braga.
Shares for Debt Settlement
Further to the Company’s press release dated February 8, 2024, the Company is pleased to announce that it has completed its previously announced shares for debt settlement with Plus+ S.A.S. E.S.P.
Conversion of Debentures
Further to the Company’s press release dated February 8, 2024, the Company is pleased to announce the conversion or early redemption of 100% of the issued and outstanding convertible debentures of the Company issued on November 30, 2022 (the “Nov22 Debentures”) and July 31, 2023 (the “Jul23 Debentures”).
The Company further announces that Mr. Serafino Iacono and entities to which he provides investment advice converted Nov22 Debentures in the principal amount of $2,750,000. Prior to this transaction, Mr. Iacono directly and indirectly had beneficial ownership or control over 14,407,339 common shares of the Company, representing 10.48% of the issued and outstanding common shares; convertible debentures in the aggregate principal amount of $6,550,000, convertible into 5,458,333 common shares; Nov22 Debentures in the aggregate principal amount of $2,750,000, convertible into 3,055,556 common shares; 5,350,000 common share purchase warrants; 1,260,000 deferred share units of the Company; and 1,250,000 restricted share units of the Company. Following the conversion of the Nov22 Debentures, Mr. Iacono would beneficially own or control in aggregate 17,462,895 common shares representing 7.82% of the issued and outstanding common shares of the Company, on a non-diluted basis.
Mr. Iacono may in the future acquire or dispose of securities of the Company, through the market, privately or otherwise, as circumstances or market conditions warrant. A copy of the Early Warning Report filed by Mr. Iacono may be obtained from the Company’s SEDAR+ profile.
Mr. Brian Paes-Braga directly or indirectly converted Nov22 Debentures in the principal amount of $8,500,000 and Jul23 Debentures in the principal amount of $5,000,000. Prior to this transaction, Mr. Paes-Braga had ownership or control over 12,757,620 common shares of the Company, representing 9.28% of the issued and outstanding common shares; Nov22 Debentures in the aggregate principal amount of $8,500,000, convertible into 9,444,444 common shares; Jul23 Debentures in the aggregate principal amount of $5,000,000, convertible into 7,142,857 common shares; 13,500,000 common share purchase warrants; 375,000 stock options; and 2,535,000 deferred share units of the Company. Following the conversion of the Nov22 Debentures and Jul23 Debentures, Mr. Paes-Braga would beneficially own or control in aggregate 29,344,921 common shares of the Company representing 13.15% of the issued and outstanding common shares of the Company, on a non-diluted basis.
Mr. Paes-Braga may in the future acquire or dispose of securities of the Company, through the market, privately or otherwise, as circumstances or market conditions warrant. A copy of the Early Warning Report filed by Mr. Paes-Braga may be obtained from the Company’s SEDAR+ profile.
Lutry Investments Limited directly or indirectly converted Nov22 Debentures in the principal amount of $12,750,000 and Jul23 Debentures in the principal amount of $15,000,000. Prior to this transaction, Lutry Investments Limited had ownership or control over 7,469,000 common shares of the Company, representing 5.43% of the issued and outstanding common shares; Nov22 Debentures in the aggregate principal amount of $12,750,000, convertible into 14,166,667 common shares; Jul23 Debentures in the aggregate principal amount of $15,000,000, convertible into 21,428,571 common shares; 28,472,233 common share purchase warrants; and 1,000,000 restricted share units of the Company. Following the conversion of the Nov22 Debentures and Jul23 Debentures, Lutry Investments Limited would beneficially own or control in aggregate 43,064,238 common shares of the Company representing 19.30% of the issued and outstanding common shares of the Company, on a non-diluted basis.
Lutry Investments Limited may in the future acquire or dispose of securities of the Company, through the market, privately or otherwise, as circumstances or market conditions warrant. A copy of the Early Warning Report filed by Lutry Investments Limited may be obtained from the Company’s SEDAR+ profile.
Following the conversion and early redemption of the Nov22 Debentures and Jul23 Debentures, the Company will have 225,181,840 common shares issued and outstanding. Insiders of the Company, as a group, will own, directly or indirectly, approximately 41.64% of the total issued and outstanding common shares of the Company.
The Financing remains subject to certain regulatory approvals, including the final approval of the TSX Venture Exchange.
All dollar amounts are stated in Canadian dollars, unless indicated otherwise.
For additional information pertaining to the Credit Agreement, please see the Company’s SEDAR+ profile at www.sedarplus.ca.
About NG Energy International Corp.
NG Energy International Corp. is a natural gas exploration and production company with operations in Colombia. The Company is on a mission to discover, delineate and develop meaningful natural gas fields in developing counties to support energy transition and economic growth. In Colombia, the Company is executing on this mission with a rapidly growing production base that is being delivered to the premium priced Colombian market. NGE’s team has extensive technical expertise and a proven track record of building companies and creating value in South America. For more information, please visit SEDAR+ (www.sedarplus.ca) and the Company’s website (www.ngenergyintl.com).
We seek Safe Harbor.
