(TheNewswire)
December 24, 2021 – TheNewswire- Vancouver, BC - G2 Technologies Corp. (CSE:GTOO ) , (CNSX:GTOO.CN), ( OTC:GTGEF ) , ( FWB:1NZ.F) (the “ Company ” or “ G2 ”) announces today the Company’s wholly-owned subsidiary G2Energy TX1, Inc. has signed a Purchase and Sales Agreement (the” PSA ”) with a group of individuals and companies (collectivelythe “Sellers”) to acquire certain operated producing oil properties inTexas (the ” Assets ”).
The consideration for the acquisition of the Assets isthe cash sum of US Four Million Dollars (US $4,000,000) to be paid onclosing of the transaction and US Two Hundred Thousand Dollars (US$200,000) worth of G2’s common shares, being approximately 1,281,600common shares at a price of CDN $0.20 per common share to be issuedwithin ninety days after the closing date, subject to regulatoryapproval.
In addition, G2 has agreed to issue performance sharesequal to US Four Hundred Thousand Dollars (US $400,000) (the“ PerformanceShares ”) within ninety (90) days of theachievement of either of two triggering events (a “ Triggering Event ”)described below, provided that a Triggering Event occurs between theclosing date of the acquisition and the second (2 nd ) anniversaryof the closing date (the " Earnout Period "):
(i) G2 obtains an average increase of fiftypercent (50%) or more in daily oil production of the Assets, comparedto the average daily oil production for a period of thirty (30)consecutive days prior to the closing cate, over a period of three (3)consecutive months during the Earnout Period; or
(ii) an average price of US Eighty Dollars(US $80.00) per barrel as quoted for West Texas Intermediate per theNew York Mercantile Exchange over a period of one hundred twenty (120)consecutive days during the Earnout Period.
The Performance Shares would be issued at a price equalto the average closing market price of G2's shares for the three (3)trading days prior to the issuance date.
This transaction will qualify as a Change of Business(” COB ”) as defined by the CSE Policy 8, and is subject to acomplete review by the CSE. Final approval of this COB by the CSEremains subject to a number of conditions, including shareholderapproval to be obtained at a meeting to be held in March 2022. Detailsof the shareholders' meeting will be announced in due course. TheCompany's common shares will remain halted at least until thedocumentation required under the CSE Policy 8 have been accepted bythe CSE and posted.
The Company further announces the appointment of DavidWhitby to its board of directors effective immediately. Mr. Whitby isa senior executive with 40 years industryexperience in the oil and gas industry. Mr. Whitby is well known inSouth East Asia, Australia and Canada with broad experience who hasbeen relied upon to successfully manage complex situations, havingworked for 14 years with Husky in Canada and 12 years for GulfCanada/ConocoPhillips in Indonesia and Australia.
The majority of his career has been focused onmonetizing gas reserves in Indonesia having successfully closed 5major gas supply contracts in Indonesia. He pioneered the modern-daygas industry in Indonesia. He is the former President & CEO ofASX-listed Nido Petroleum. Through a series of partnerships and landacquisitions, Nido gained control of the offshore NW Palawan basin inThe Philippines. The previously stranded Galoc oil field was broughton-stream and an exploration portfolio generating 60+ drillableprospects was built. Under his leadership, the company raised morethan A$100 million through fresh equity and convertible debt. Theshare price of the company rose from $0.016 cents in 2004 to $0.62cents in 2008 resulting in a market cap in excess of A$600 million tobecome an ASX 200 company. He studied Mechanical Engineering at theRoyal Military College in Kingston, Ontario and served in the BaseEngineering Unit at CFB Calgary before joining Husky Oil.
The Chief ExecutiveOfficer of G2, Slawek Smulewicz, stated,“ I would like to welcome David to our team. Ibelieve he will be a very valuable addition to the Company. G2 and itsshareholders will benefit from David’s appointment given hisbackground and experience ”.
On Behalf of the Board,
“ SlawekSmulewicz ”
Slawek Smulewicz
Chief Executive Officer and Director
O: +1 778 7754985
E: slawek@g2technologies.biz
W : WWW.G2.ENERGY
About G2Technologies Corp.
G2 Technologies Corp. is focused on developing opportunities in the energy sector.G2’s head office is located in Vancouver, Canada.
The Canadian Securities Exchange hasneither approved nor disapproved the information contained herein.
Forward-LookingStatements Caution . Statements in this press releaseregarding the Company which are not historical facts are“forward-looking statements” that involve risks and uncertainties,such as the completion of the proposed acquisition. Such informationcan generally be identified by the use of forwarding-looking wordingsuch as “may”, “expect”, “estimate”, “anticipate”,“intend”, “believe” and “continue” or the negative thereofor similar variations. Since forward-looking statements address futureevents and conditions, by their very nature, they involve inherentrisks and uncertainties such as the risk that the closing of theacquisition may not occur for any reason. The Company provides forward-lookingstatements for the purpose of conveying information about currentexpectations and plans relating to the future and readers arecautioned that such statements may not be appropriate for otherpurposes. By its nature, this information is subject to inherent risksand uncertainties that may be general or specific and which give riseto the possibility that expectations, forecasts, predictions,projections or conclusions may not prove to be accurate, thatassumptions may not be correct and that objectives, strategic goalsand priorities may not be achieved. These risks and uncertaintiesinclude but are not limited those identified and reported in theCompany’s public filings under the Company’s SEDAR profile atwww.sedar.com. Forward-looking statements in this news release include thestatements that list out the terms of the proposed acquisition. Actual results could differmaterially from those currently anticipated due to factors such as:(i) the decision to not close the acquisition for any reason,including adverse due diligence results or CSE refusal of theacquisition; or (ii) adverse market conditions. Although the Company has attempted toidentify important factors that could cause actual actions, events orresults to differ materially from those described in forward-lookinginformation, there may be other factors that cause actions, events orresults not to be as anticipated, estimated or intended. There can beno assurance that such information will prove to be accurate as actualresults and future events could differ materially from thoseanticipated in such statements. The Company disclaims any intention orobligation to update or revise any forward-looking information,whether as a result of new information, future events or otherwiseunless required by law.
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