PRZOOM - /newswire/ -
Vancouver, BC, Canada, 2005/08/19 - Eden Energy Corp. (OTCBB: EDNE) is pleased to announce that it has received commitments from certain institutional investors to acquire convertible promissory notes and warrants of the Company for gross proceeds of US$6,575,000..
The convertible notes can be converted to common shares on the basis of one common share for every US$5 in value of notes, subject to adjustment. In addition to the notes, the Company has agreed to issue to the investors warrants exercisable into common shares for 3 years at an exercise price of US$6. Each investor is entitled to half the number of warrants as the number of common shares that would be issued if the whole note is converted at US$5.
The Company has agreed to registration rights for the investors, although the securities to be issued are restricted and may not be sold or offered in the United States absent registration or an applicable exemption from registration requirements.
The funds will be used to further the development of the Company's projects in Nevada and for working capital.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes or the warrants. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933, as amended.
Notice Regarding Forward-Looking Statements
This news release contains "forward-looking statements," as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this press release, which are not purely historical, are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among other things, the closing of our convertible note financing, and the prospective nature of the Noah Project and its geology as described above.
Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the possibility that we are unable to close the sale of convertible notes and warrants because of failure of a closing condition or otherwise, the inherent uncertainties associated with oil and gas exploration; the potential productivity of our properties; changes in the operating costs, the likelihood that no commercial quantities of oil or gas can be found or exploited at our properties; title to property issues that prevent our exploiting our property; and changes in economic conditions and conditions in oil and gas exploration. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance those beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our 424B prospectus filed June 8, 2005 and other periodic reports filed from time-to-time with the Securities and Exchange Commission.
For more information regarding the company and the Company's Nevada projects, please contact the company or email.
Source: Eden Energy Corp.