May 21, 2010
G. Arnold Armstrong Adds to Position in Doxa Energy Ltd. - Early Warning Report
VANCOUVER, BRITISH COLUMBIA - Doxa Energy Ltd. - TSX Venture Exchange DXA. - ("Doxa" or the "Company"), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSX-V"), is pleased to announce the closing of the transaction constituting its Qualifying Transaction (the "Transaction"), being the acquisition of a 20% working interest and 15% net revenue interest in and to the oil and gas leases comprising the Peeler Prospect as announced on February 2, 2010, March 29, 2010 and April 6, 2010. The common shares of the Company are expected to resume trading on or about May 26, 2010 under the symbol DXA.V.
1. Acquisition 20% working interest and 15% net revenue interest in Peeler Prospect
Pursuant to the Transaction, the Company acquired a 20% working interest and 15% net revenue interest in the Peeler Prospect from John D. Harvison, the Company's President and CEO and a director and G. Arnold Armstrong, the Company's Chairman and a director (collectively, the "Vendors"), for aggregate consideration of US$520,000 representing the costs of the Vendors in acquiring and completing exploration work on the Peeler Prospect.
2. Concurrent Financing, Doxa's Chairman Increases Share Position - Early Warning
Concurrent with the closing of the Transaction, Doxa has raised $2,602,500 (the "Financing") in a first tranche of financing by way of a concurrent private placement of 5,205,000 units (each a "Unit") at $0.50 per Unit. Arnold Armstrong, Chairman of Doxa Energy, has subscribed to 2,200,000 units of the private placement, representing an approximate 90% increase to his ownership of Doxa Energy. Mr. Armstrong now controls 26.95% of Doxa Energy's common shares. Each Unit of the concurrent financing is comprised of one common share and one half of one warrant (each whole warrant a "Warrant"). Each whole Warrant entitles the holder to purchase an additional common share at $0.75 for a period of 24 months from closing. Aggregate finder's fees of $52,125 were paid on a portion of the Financing, and finders were issued a total of 104,250 warrants having the same terms as the Warrants. All securities issued pursuant to the Financing are subject to a four month hold period expiring on September 19, 2010.
Mr. Armstrong acquired pursuant to the private placement 2,200,000 common shares ("Shares") and 1,100,000 share purchase warrants ("Warrants") of the Company indirectly through Armada Investments Ltd., a company controlled by Mr. Armstrong, which securities represent in the aggregate approximately 18.03% of the Company's current issued and outstanding Common Shares calculated on a partially diluted basis assuming the exercise of the Warrants only. Mr. Armstrong acquired the securities pursuant to the private placement. Prior to this transaction, Mr. Armstrong owned or controlled an aggregate of 2,437,500 common shares of the Company.
Upon the receipt of the Shares and Warrants, Mr. Armstrong owns or controls an aggregate of 4,637,500 common shares, 1,100,000 share purchase warrants and 150,000 stock options, representing, in aggregate, prior to the exercise of any convertible securities held by Mr. Armstrong, approximately 26.95% of the issued and outstanding common shares of the Company, and on a partially diluted basis after the exercise of the warrants and other convertible securities held by Mr. Armstrong only, approximately 31.90% of the capital of the Company.
Please refer to the Information Circular of the Company dated March 24, 2010 for further information about the Company, the Transaction, the Financing and related transactions. A copy of the Information Circular is available under the Company's profile at www.sedar.com.
On behalf of the Board of Directors
John D. Harvison
President, Chief Executive Officer
For further information contact: Scott Parsons Director or Paul McKenzie Director 604.642.2625 or visit www.doxaenergy.com
Neither TSX Venture Exchange nor its Regulation Services providers (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.