Mar 29, 2010
Doxa provides update regarding qualifying Eagle Ford Shale Oil & Gas TRansaction, South Texas
DOXA ANNOUNCES $5 MILLION FINANCING
VANCOUVER, BRITISH COLUMBIA - Doxa Energy Ltd. ("Doxa" or the "Company"), is pleased to advise that it has filed and mailed its information circular dated March 24, 2010 with the TSX-V in connection with its proposed acquisition of a 20% participating interest and 15% net revenue interest in the Peeler Ranch Oil & Gas Prospect (the "Peeler Prospect"), located in the Eagle Ford Shale, Atascosa County, Texas from G. Arnold Armstrong and John D. Harvison (collectively, the "Vendors") which was announced on February 2, 2010 (the "Transaction").
A closing date for the Transaction has yet to be scheduled, but is anticipated the closing will occur before April 30, 2010. The Transaction will constitute the Company's Qualifying Transaction under Policy 2.4 of the TSX-V.
Pursuant to the Transaction, subject to receipt of applicable regulatory, shareholder and TSX-V approvals, Doxa will acquire a 20% working interest and 15% net revenue interest in and to the Peeler Prospect in consideration of the payment of US$520,000 in cash, representing the costs to the Vendors in acquiring and completing exploration work on the Peeler Prospect, subject to adjustments for any further costs that may be incurred by the Vendors prior to completion of the Transaction.
A subsequent news release will be issued in due course outlining additional details on Doxa Energy's Peeler Ranch Prospect.
As the Transaction is a non-arm's length transaction and a "related party transaction", as that term is defined pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as discussed in the February 2, 2010 press release, it is subject to the approval of the majority of the minority of Doxa shareholders. Doxa has set its annual and special meeting of shareholders for April 22, 2010 at 10 am.
Subject to completion of the Transaction, Doxa will be raising up to $5,000,000 (the "Financing") by way of a concurrent private placement of Units at $0.50 per Unit, each Unit comprising one common share and one half of one share purchase warrant (each a "Warrant"). Each whole Warrant shall entitle the holder to purchase a further common share at $0.75 for a period of two years from closing. Finders' fees will be payable on portions of the Financing in the amount of 5% of the gross proceeds placed by such finder, payable in cash and 5% of the total Units placed by such finder, payable through the issuance of finder's warrants, exercisable into one additional common share of the Company on the same terms as the Warrants.
Please refer to the Company's March 24, 2010 information circular for further information about the Company and the Peeler Prospect, and for further details respecting the Transaction, Financing and related transactions. A copy of the Information Circular has been mailed to all shareholders of the Company as at March 18, 2010 and is available under the Company's profile at www.sedar.com.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if required by TSX-V policies, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX-V has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
On behalf of the Board of Directors
John D. Harvison
President, Chief Executive Officer
For further information please contact:
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.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.