0000896726-12-000018.txt : 20120402 0000896726-12-000018.hdr.sgml : 20120402 20120402164416 ACCESSION NUMBER: 0000896726-12-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20120329 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120402 DATE AS OF CHANGE: 20120402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEOGLOBAL RESOURCES INC. CENTRAL INDEX KEY: 0000896726 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 330464753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32158 FILM NUMBER: 12733836 BUSINESS ADDRESS: STREET 1: SUITE 200, 625 - 4TH AVENUE S.W. CITY: CALGARY STATE: A0 ZIP: T2P 0K2 BUSINESS PHONE: 403-777-9250 MAIL ADDRESS: STREET 1: SUITE 200, 625 - 4TH AVENUE S.W. CITY: CALGARY STATE: A0 ZIP: T2P 0K2 FORMER COMPANY: FORMER CONFORMED NAME: GEOGLOBAL RESOURCES INC DATE OF NAME CHANGE: 20040202 FORMER COMPANY: FORMER CONFORMED NAME: SUITE 101 COM INC DATE OF NAME CHANGE: 19990201 FORMER COMPANY: FORMER CONFORMED NAME: KINETIC VENTURES LTD DATE OF NAME CHANGE: 19970514 8-K 1 form8k.htm FORM8K DATED MARCH 29, 2012 form8k.htm
 
 



 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K
CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934


March 29, 2012
(Date of earliest event reported)
 
 
GEOGLOBAL RESOURCES INC.
(Exact name of Registrant as specified in its Charter)



Delaware
(State or other jurisdiction of
incorporation or organization)
1-32158
(Commission File
Number)
33-0464753
(I.R.S. Employer
Identification No.)


200, 625 – 4 Avenue S.W.
Calgary, Alberta, Canada    T2P 0K2
(Address of principal executive offices)


Telephone Number (403) 777-9250
(Registrant's telephone number, including area code)



(Former name or address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





 
 



 

Item 2.02.                      Results of Operations and Financial Condition.

On March 29, 2012, GeoGlobal Resources Inc. (“GeoGlobal”) issued a press release announcing its operating highlights and selected financial results for the fiscal year ended December 31, 2011.  A copy of GeoGlobal’s press release dated March 29, 2012 is attached hereto as Exhibit 99.1.
 
The information under this Item 2.02 and the related exhibit are being “furnished” and are not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are not subject to the liabilities of that section unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

 
Item 7.01.                      Regulation FD Disclosure.
 
On March 29, 2012, GeoGlobal issued a press release announcing an update to on Israel Block.  The press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
 
The information under this Item 7.01 and the related exhibit are being “furnished” and are not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are not subject to the liabilities of that section unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

 
Item 8.01.                      Other Events.
 
On March 29, 2012, GeoGlobal issued a press release announcing the close of its Securities Purchase and Exchange Agreement with the Israel Land Development Company – Energy Ltd.  A copy of such press release is attached hereto as Exhibit 99.3.On March 30, 2012, GeoGlobal announcedit received an opinion with a going concern qualification from its auditors.  A copy of such press release is attached hereto as Exhibit 99.4.
 
By furnishing the information and exhibits under Item 2.02 and Item 7.01 and by filing the information and exhibits under Item 8.01, we make no admission as to the materiality of any information in this Current Report on Form 8-K.


Item 9.01.                             Financial Statements and Exhibits.
(d) Exhibits.                          The following exhibits are furnished with this report:
Exhibit 99.1                              Press Release of GeoGlobal Resources Inc. dated March 29, 2012
Exhibit 99.2                              Press Release of GeoGlobal Resources Inc. dated March 29, 2012
Exhibit 99.3                              Press Release of GeoGlobal Resources Inc. dated March 29, 2012
Exhibit 99.4                              Press Release of GeoGlobal Resources Inc. dated March 30, 2012


SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.


Dated:  April 2, 2012

GEOGLOBAL RESOURCES INC.
(Registrant)

/s/ Paul B. Miller
Paul B. Miller
President and CEO

 
 

 

EXHIBIT INDEX




 
 

 

EX-99.1 2 exh991.htm PR NR FISCAL 2011 FINANCIAL RESULTS exh991.htm
 
 

 

EXHIBIT 99.1
GEOGLOBAL REPORTS FISCAL 2011 FINANCIAL RESULTS

Calgary, Alberta, Canada, March 29, 2012 – GeoGlobal Resources Inc. (“GeoGlobal” or the “Company”) (NYSE Amex: GGR) today announced operating highlights and selected financial results for the fiscal year ended December 31, 2011. All amounts in the release are in U.S. dollars unless otherwise noted.
 
“In 2011, we spent considerable time and effort reviewing our portfolio of assets in an effort to determine key areas of focus for the year ahead,” said Mr. Paul Miller, President and CEO of GeoGlobal. “In 2012, our focus will be on acting on the opportunities that have potential to create the greatest value for shareholders. Long term, we intend to focus on assets where we can build a meaningful position which should ultimately translate into greater upside on success.”

 
Operational Highlights
 
India Exploration Activities
RJ20 Block
The Phulasar-1 well commenced drilling on April 29, 2011 and was drilled to a total vertical depth of 1,525 meters to test the Jodhpur Sandstone and the Upper Carbonate group.  Wireline logs could not be recorded within the Upper Carbonate group as it suffered large mud loss while drilling the 12 - 1/4 inch section and Wireline formation tests within the Jodhpur formations did not confirm the presence of hydrocarbons. The Operator recommended not to lower the 5½ inch casing or to conduct a drill stem test program in this well and the well has been abandoned.  The Phulasar-1 well was the third of a 20 well exploration program to be drilled over two Rajasthan blocks and the first well in the RJ20 Block.
 
The drilling rig moved approximately 11 kilometers northeast of the Phulasar-1 well and on August 1, 2011, commenced drilling the second prospect in the RJ20 Block, the Godu-1 well.  This well has been drilled to a total depth of 1,641 meters.  Wireline logs did not show any prospective hydrocarbon bearing zones in the well.  The Operator recommended not to lower the 5½ inch casing and abandoned the well.
 
KG Onshore Activities
The Operator of the KG Onshore Block is required to complete a 3D seismic acquisition program to acquire approximately 400 square kilometers of data, of which approximately 235 square kilometers has been acquired over the past two years before the program was suspended in the third quarter of 2011 due to weather.  Part of the acquired seismic to date has been processed and interpreted.
 
Three priority locations have been reviewed and agreed to by the Operating Committee.  All of these locations have multiple prospects in both the shallower (Eocene – Miocene) and deeper (Cretaceous – Jurassic) zones.
 
In February 2011, a contract was awarded to RPS Energy, Canada (RPS) to provide the well engineering and wellsite supervision work associated with the planned drilling campaign on the KG Onshore Block.  The Company’s commitment on this block is to drill twelve exploration wells to various depths between 2,000-5,000 meters.
 
The Operator of the KG Onshore Block has floated tenders for the major components of the drilling program which include the drilling rig, casing, wellhead, liner hanger, cementing, bulk handling plant (BHP), directional drilling (DD) & measurement while drilling (MWD), Mud Engineering & Waste Management and coring.  The Company anticipates these tenders to be awarded in the second quarter of 2012.  The ancillary tenders for items such as wireline logging, mud logging and well testing are currently being finalized and are expected to be floated shortly.
 
 
Israel Exploration Activities
Myra and Sara
The Company commenced with and completed the processing and interpretation of 1,360 square kilometers of previously acquired 3D seismic data.
 
The Israel Petroleum Commissioner’s Office granted an extension for the planned drilling program on the Myra and Sara licenses.  Under the terms of the extension, the partners were to present to the Petroleum Supervisor their final prospects to the Myra and Sara licenses by August 1, 2011, which was presented on time, and further, to begin drilling the first well by no later than March 31, 2012.  Drilling of the second well will commence after completion of the first well.   Due to the delay in the arrival of the drilling rig, the consortium made a request for a further extension to commence drilling.  The approval of this request was granted on March 27, 2012 to extend the drilling date to June 15, 2012.
 
On July 1, 2011 the Company finalized the terms of the Assignment Agreement entered into with a third party whereby the Company took assignment of a third party's rights and obligations to an existing Drill Rig and Associated Services Contract for a Semi-submersible Drilling Rig, the Noble Homer Ferrington.  Further, under the terms of the agreements, on December 1, 2011 a letter of credit and a cash payment to prepay for 148 drilling days for the Drilling Rig was made.  The Noble Homer Ferrington is a 4th Generation Enhanced Pacesetter design Semi-submersible rig capable of drilling in water depths of up to approximately 2,100 meters (7,000 feet). The Drilling Rig is currently working in the Levantine Basin in Israel and upon completion of the current well, will be immediately mobilized to the Myra-1 location.
 
Samuel
Data gathered during the 43 square kilometer 3D seismic acquisition program on the Samuel license, which was completed in July 2011, has been processed. Interpretation of the data has been carried out internally.  The summary interpretation report has been submitted to the Ministry prior to the deadline of April 1, 2012.  The information provided by this data will allow the Company to finalize drilling decisions on this license which is anticipated to commence before the end of 2012.
 
The Israel Land Development Company – Energy Ltd. Transaction
On November 21, 2011, the Company closed a private placement transaction with The Israel Land Development Company – Energy Ltd. (“ILDE”) (the “Transaction”) and entered into certain other agreements in connection therewith (together, the “Transaction Agreements”).  The Transaction consisted of two parts.  The first tranche closed on November 21, 2011 and involved the issuance of 16,466,639 shares of Common Stock to ILDE for US$3,951,993.  The second tranche closed on March 29, 2012 and involved the exchange of 32,740,479 shares of Common Stock, the issuance of 16,466,639 warrants to purchase shares of the Company’s common stock (the “Warrants”) and the potential issuance of 16,466,639 units, each consisting of (i) one share of  Common Stock and (ii) a Warrant (the “Units”).
 
Immediately following the closing of the Transaction, ILDE owns approximately 36.6 percent of the outstanding shares of Common Stock and currently has the right to acquire approximately another 26.9 percent of the outstanding shares of Common Stock.
 

 
Financial Review
 
For the year ended December 31, 2011 the Company incurred a net loss of $12.6 million as compared to a net loss of $18.8 million for the year ended December 31, 2010.  The decrease in the net loss is mostly a result of recognizing impairment of oil and gas properties in 2010 of $13.8 million compared to $6.9 million in the year 2011.
 
Oil sales for the year ended December 31, 2011 were $0.469 million or $106.76 per barrel compared to oil sales for the year ended December 31, 2010 of $0.633 million or $74.48 per barrel.  Oil sales are currently based on the spot price based on discount to the Nigeria Bonny Light Crude bench mark.  To date, none of the production has been hedged.
 
Total gas sales for the year ended December 31, 2011 was $0.091 million or $8.55 per Mcf as compared to $0.158 million or $8.04 per Mcf for the year ended December 31, 2010. There is one gas well awaiting approval for the development plan.  All associated natural gas is sold to local markets at a firm contract price of $7.00 per Mcf adjusted for rebate/premium on account of calorific value.
 
Interest income decreased to $0.033 million for the year ended December 31, 2011 as compared to $0.053 million for the same period in 2010.  This decrease is directly related to the decrease in the amount of invested cash balances.
 
Operating costs for the year ended December 31, 2011 were $0.138 million or $20.84 per BOE, compared to $0.173 million or $14.38 per BOE for the year ended December 31, 2010.  The decrease in operating costs and the increase in the operating cost per barrel is a direct result of the decrease in the production from 2010 to 2011.  The operating costs include handling and processing charges, transportation costs, utilities, maintenance and tank rental charges and contain a fixed and variable portion.
 
General and administrative expenses increased to $3.657 million from $3.193 million.  These general and administrative expenses include costs related to the corporate head office including administrative salaries and services, directors’ fees, rent and office costs, insurance, bank guarantee fees, NYSE Amex listing and filing fees, investor relation services and transfer agent fees and services.  Also included in general and administrative expenses are compensation costs for stock-based compensation arrangements with employees and directors which are being expensed over their respective vesting periods of the related option grants.  The majority of the increase in the general and administrative expenses is a result of an increase in directors’ fees of $0.110 million combined with an increase in salaries and benefits of $0.399 million, travel and hotel of $0.100 million, and office rent and parking of $0.088 million.  These increases are consistent with the restructuring of the management team including the addition of a new executive officer combined with stepping into new ventures and offices in Israel.  These increases were offset by an increase of $.371 million in overhead recovery from the Israel project.
 
During the year 2011, the Company recognized impairment of oil and gas properties of $6.870 million as compared to $13.789 million during the year ended December 31, 2010.  Impairment of oil and gas properties in both 2011 and 2010 was a result of assessing the Indian properties on an individual basis considering various factors, including land relinquishment and the absence of hydrocarbons in certain exploratory wells.
 
During the year ended December 31, 2011 overall position in cash and cash equivalents increased by $2.730 million, as compared to a net decrease in the comparable period of 2010 of $8.544 million.  These cash movements were attributable to the following activities:
 
Net cash used in operating activities during the year ended December 31, 2011 was $4.337 million as compared to $4.067 million for the year ended December 31, 2010.  This increase is mostly attributable to and consistent with an increase in professional and consulting fees, combined with an increase in general and administrative expenses for the year ending December 31, 2011 as compared to the prior year.
 
Cash provided by investing activities during the year ended December 31, 2011 was $3.739 million as compared to cash used in investing activities of $12.463 million during the year ended December 31, 2010.  Funds of $8.279 million were used for exploration activities as compared to $9.040 million in 2010.  The overall increase in cash provided by investing activities is attributable to funds received as cash calls from the Myra and Sara joint venture partners offset by the increase in the restricted deposits for funds held on behalf of the Myra and Sara joint venture partners.
 
Cash provided by financing activities for the year ended December 31, 2011 was $3.327 million as compared to $7.986 million during the year ended December 31, 2010.  During the year ended December 31, 2011, 16,466,639 shares of common stock were issued to Israel Land Development Company – Energy Ltd. pursuant to a Stock Purchase Agreement for gross proceeds of $3.952 million less share issuance of costs $0.625 million compared to 2010 whereby 9,941,177 shares of common stock were issued pursuant to two private placement financings for gross proceeds of $8.450 million less share issuance costs of $0.464 million.
 
Set forth below is certain financial information for each of the five years ended December 31, 2011, 2010, 2009, 2008 and 2007 taken from audited financial statements for those years.
 
 
December 31,
 
2011
2010
2009
2008
2007
Oil and gas sales
559,551
790,342
661,922
--
--
Interest Income
32,969
52,607
299,550
1,148,479
2,165,920
Impairment of oil and gas properties
6,870,000
13,789,000
--
10,098,015
--
Net loss and comprehensive loss
12,607,841
18,788,624
4,424,247
13,313,915
1,543,110
Net loss per share – basic and diluted
0.15
0.25
0.09
0.20
0.04
Current assets
71,047,262
12,500,689
16,532,345
25,904,515
48,406,887
Property and equipment
42,580,105
41,375,680
46,813,004
35,160,814
27,256,945
Total assets
114,967,629
58,894,369
70,270,349
71,865,329
80,219,312
Current liabilities
72,978,114
8,544,120
10,053,780
9,211,020
6,329,980
Total liabilities
73,744,826
9,285,264
10,828,780
9,844,618
6,648,902
Stockholders’ equity
41,222,803
49,609,105
59,441,569
62,020,711
73,570,410
Cash dividends
- 0 -
- 0 -
- 0 -
- 0 -
- 0 -

 

 

 
Outlook
 
Management expects exploration and development activities pursuant to the Company’s Production Sharing Contracts (“PSC”) in India will continue through 2012 in accordance with the terms of those agreements.  During 2012 and up to March 31, 2013, based on current budgets, the Company anticipates drilling five exploratory wells and two core wells; completing the acquisition, processing and interpretation of DS 2D seismic data; and completing the acquisition, processing and interpretation of KG Onshore 3D seismic data.  The Company also expects to tie-in additional oil wells in Tarapur along with the completion of the construction of a gas pipeline for the Tarapur G gas discovery.  Construction of the gas gathering and production facilities will continue, as well as further development drilling on the KG Offshore Block.  Additional expenditures may be incurred in connection with additional exploratory, appraisal and development wells the Company may participate in.  If the Government of India approves the increase to the Company’s participating interest in the KG Onshore Block to 20 percent, the obligations to fund the 3D seismic acquisition and the exploratory drilling on the block will increase.
 
The Company expects exploration activities pursuant to other licenses in Israel will continue through 2012 in accordance with the terms of those agreements.  During 2012, it is anticipated that the drilling of two deepwater exploration wells, one in each of the Myra and Sara licenses will be completed.  In addition, the Company expects to complete the processing and interpretation of the recently acquired 43 square kilometers of ocean bottom cable 3D seismic data and to commence drilling the first exploration well in the Samuel license.
 
Conference Call Details
 
The Company will host a conference call on Friday, March 30, 2012 at 10:30 am Eastern Time to discuss its financial results for the fourth quarter and fiscal year, ended December 31, 2011. To access the conference call by telephone, please dial 1-888-231-8191 or international 647-427-7450. The conference call will be archive for replay until Friday, April 6, 2012, at midnight. To access the archived conference call dial 1-855-859-2056 or 416-849-0833 and enter the reservation number 66389428 followed by the number sign.
 
A live audio webcast of the conference call will also be available at www.geoglobal.com and www.newswire.ca  Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to join the webcast. The webcast will be archived at the above websites for 90 days,
 


About GeoGlobal
GeoGlobal Resources Inc., headquartered in Calgary, Alberta, Canada, is a U.S. publicly traded oil and gas company, which, through its subsidiaries, is engaged in the pursuit of petroleum and natural gas in high potential exploration targets through exploration and development in India, Israel and Colombia.
 
Cautionary Statement For Purposes Of The “Safe Harbor” Provisions Of The Private Securities Litigation Reform Act Of 1995
 
This press release may contain statements which constitute forward-looking statements within the meaning of the US Private Securities Litigation Reform Act of 1995, including statements regarding the plans, intentions, beliefs and current expectations of GeoGlobal Resources Inc., its directors, or its officers with respect to the oil and gas exploration, development and drilling activities being conducted and intended to be conducted and the outcome of those activities on the exploration blocks in which the Company has an interest. The company updates forward-looking information related to operations, production and capital spending on a quarterly basis and updates reserves, if any, on an annual basis.
 
We caution you that various risk factors accompany our forward-looking statements and are described, among other places, under the caption “Risk Factors” in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.  These risk factors could cause our operating results, financial condition and ability to fulfill our plans to differ materially from those expressed in any forward-looking statements made in this press release and could adversely affect our financial condition and our ability to pursue our business strategy and plans. If our plans fail to materialize, your investment will be in jeopardy.
 
 

 
 

 

An investment in shares of our common stock involves a high degree of risk. Our periodic reports we file with the Securities and Exchange Commission and Canadian provincial authorities may be viewed at http://www.sec.gov and www.sedar.com.
 
GeoGlobal Resources Inc.
www.geoglobal.com
KM Investor Relations Ltd.
www.km-ir.co.il
Paul B. Miller, President and CEO
Patty Lew-Lapointe, Investor Relations
Moran Meir-Beres       
 
Phone: +1 403 777-9250
Email: info@geoglobal.com
Phone: +011 972-3-5167620
E-mail: moran@km-ir.co.il
   
The Equicom Group
BPC Financial Marketing
Dave Feick, Managing Director,
Western Canada
John Baldissera
Phone: +1 403 218-2839
Email: dfeick@equicomgroup.com
Phone : +1 800-368-1217


 
 

 

EX-99.2 3 exh992.htm PR NR ISRAEL BLOCKS exh992.htm
 
 

 

EXHIBIT 99.2
GEOGLOBAL PROVIDES UPDATE ON ISRAEL BLOCKS

Calgary, Alberta, Canada, March 29, 2012 – GeoGlobal Resources Inc. (GeoGlobal or the Company) (NYSE Amex: GGR) today provides an update on its Israel Blocks.
 
 
347/Myra and 348/Sara
The Noble Homer Ferrington Semi-submersible Drilling Rig is currently working in the Levantine Basin in Israel and upon completion of the current well, will be immediately mobilized to the Myra-1 location. The rig will be available by the first week of May.  As such, the Israel Petroleum Commissioner’s Office has granted an extension for the commencement of drilling of the first well on the Myra and Sara Licenses until June 15, 2012.  Drilling of the second well will commence upon completion of the first well.   The commencement of drilling these two wells within these time frames will meet the required commitments under the Licenses.
 
 
388/Samuel
The Company has completed the processing of 43 square kilometers of ocean bottom cable 3D seismic data in the Samuel License and has filed a summary interpretation report with the Israel Ministry of National Infrastructure ahead of the April 1, 2012 deadline.  Interpretation of the seismic data continues in order to file the prospect report by June 1, 2012.  The processing and interpretation of this seismic data will allow the Company to finalize drilling decisions on this license which we anticipate will commence before the end of 2012.
 
About GeoGlobal
 
GeoGlobal Resources Inc., headquartered in Calgary, Alberta, Canada, is a U.S. publicly traded oil and gas company, which, through its subsidiaries, is engaged in the pursuit of petroleum and natural gas in high potential exploration targets through exploration and development in India, Israel and Colombia.
 
Cautionary Statement For Purposes Of The “Safe Harbor” Provisions Of The Private Securities Litigation Reform Act Of 1995
 
This press release may contain statements which constitute forward-looking statements within the meaning of the US Private Securities Litigation Reform Act of 1995, including statements regarding the plans, intentions, beliefs and current expectations of GeoGlobal Resources Inc., its directors, or its officers with respect to the oil and gas exploration, development and drilling activities being conducted and intended to be conducted and the outcome of those activities on the exploration blocks in which the Company has an interest. The company updates forward-looking information related to operations, production and capital spending on a quarterly basis and updates reserves, if any, on an annual basis.
 
We caution you that various risk factors accompany our forward-looking statements and are described, among other places, under the caption “Risk Factors” in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.  These risk factors could cause our operating results, financial condition and ability to fulfill our plans to differ materially from those expressed in any forward-looking statements made in this press release and could adversely affect our financial condition and our ability to pursue our business strategy and plans. If our plans fail to materialize, your investment will be in jeopardy.
 
 

An investment in shares of our common stock involves a high degree of risk. Our periodic reports we file with the Securities and Exchange Commission and Canadian provincial authorities may be viewed at http://www.sec.gov and www.sedar.com.
 
GeoGlobal Resources Inc.
www.geoglobal.com
KM Investor Relations Ltd.
www.km-ir.co.il
Paul B. Miller, President and CEO
Patty Lew-Lapointe, Investor Relations
Moran Meir-Beres       
 
Phone: +1 403 777-9250
Email: info@geoglobal.com
Phone: +011 972-3-5167620
E-mail: moran@km-ir.co.il
   
The Equicom Group
BPC Financial Marketing
Dave Feick, Managing Director,
Western Canada
John Baldissera
Phone: +1 403 218-2839
Email: dfeick@equicomgroup.com
Phone : +1 800-368-1217


 
 

 



EX-99.3 4 exh993.htm PR NR SECURITIES PURCHASE EXCHANGE AGREEMENT exh993.htm
 
 

 

EXHIBIT 99.3
GEOGLOBAL CLOSES ITS SECURITIES PURCHASE AND EXCHANGE AGREEMENT

Calgary, Alberta, Canada, March 29, 2012 – GeoGlobal Resources Inc. (“GeoGlobal” or the “Company”) (NYSE Amex: GGR) today announced the closing of the Securities Purchase and Exchange Agreement (the “Agreement”) by and between the Company and The Israel Land Development Company – Energy Ltd. (“ILDE”), dated as of November 21, 2011, following the approval of the Agreement by stockholders at the special meeting held on February 10, 2012.
 
Under the Agreement, the Company issued 32,740,479 shares of common stock of the Company, par value $0.001 (“Common Stock”) plus 16,466,639 warrants to purchase shares of Common Stock (the “Warrants”) in exchange for 28,402,262 ordinary shares of ILDE.  The Warrants may be exercised for 12 months commencing September 29, 2012 at a price of US$0.30 per Warrant. In addition, the Company agreed to grant ILDE the right, exercisable in whole or in part from time to time through July 31, 2012, to subscribe for and purchase from the Company up to 16,499,639 units (the “Units”). Each Unit consists of one share of Common Stock and one Warrant to purchase one share of Common Stock. The purchase price per Unit is US$0.24 (subject to customary anti-dilution adjustments).
 
At the conclusion of this Agreement (but prior to any exercise of Warrants or purchase of Units), ILDE will hold 49,207,118 shares of Common Stock of the Company, representing approximately 36.6% of the issued and outstanding Common Stock of the Company. The Company will own approximately 3.05% of ILDE.
 
ILDE is publicly traded on the Tel Aviv Stock Exchange under the symbol “IE”.  ILDE engages in the exploration and production of oil and gas and operates as a subsidiary under The Israel Land Development Co. (“ILDC”).  ILDC holds a 5% participating interest in two Israeli licenses known as the (347) Myra and (348) Sara licenses, in which the Company holds a 5% participating interest and is the operator.
 
This announcement is neither an offer to sell nor a solicitation of an offer to buy any securities of the Company. The securities offered and sold in the private placement have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration under the Securities Act and applicable state securities laws.
 

About GeoGlobal
GeoGlobal Resources Inc., headquartered in Calgary, Alberta, Canada, is a U.S. publicly traded oil and gas company, which, through its subsidiaries, is engaged in the pursuit of petroleum and natural gas in high potential exploration targets through exploration and development in India, Israel and Colombia.
 
Cautionary Statement For Purposes Of The “Safe Harbor” Provisions Of The Private Securities Litigation Reform Act Of 1995
 
This press release may contain statements which constitute forward-looking statements within the meaning of the US Private Securities Litigation Reform Act of 1995, including statements regarding the plans, intentions, beliefs and current expectations of GeoGlobal Resources Inc., its directors, or its officers with respect to the oil and gas exploration, development and drilling activities being conducted and intended to be conducted and the outcome of those activities on the exploration blocks in which the Company has an interest. The company updates forward-looking information related to operations, production and capital spending on a quarterly basis and updates reserves, if any, on an annual basis.
 
We caution you that various risk factors accompany our forward-looking statements and are described, among other places, under the caption “Risk Factors” in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.  These risk factors could cause our operating results, financial condition and ability to fulfill our plans to differ materially from those expressed in any forward-looking statements made in this press release and could adversely affect our financial condition and our ability to pursue our business strategy and plans. If our plans fail to materialize, your investment will be in jeopardy.
 
 

 
An investment in shares of our common stock involves a high degree of risk. Our periodic reports we file with the Securities and Exchange Commission and Canadian provincial authorities may be viewed at http://www.sec.gov and www.sedar.com.
 
GeoGlobal Resources Inc.
www.geoglobal.com
KM Investor Relations Ltd.
www.km-ir.co.il
Paul B. Miller, President and CEO
Patty Lew-Lapointe, Investor Relations and Corporate Affairs
Moran Meir-Beres       
 
Phone: +1 403 777-9250
Email: info@geoglobal.com
Phone: +011 972-3-5167620
E-mail: moran@km-ir.co.il
   
The Equicom Group
BPC Financial Marketing
Dave Feick, Managing Director,
Western Canada
John Baldissera
Phone: +1 403 218-2839
Email: dfeick@equicomgroup.com
Phone : +1 800-368-1217

 
 

 

EX-99.4 5 exh994.htm PR NR AUDITORS OPINION exh994.htm
 
 

 

 EXHIBIT 99.4
GEOGLOBAL RESOURCES RECEIVES OPINION WITH GOING CONCERN QUALIFICATION FROM ITS AUDITORS
 
Calgary, Alberta, Canada, March 30, 2012 – GeoGlobal Resources Inc. (GeoGlobal or the Company) (NYSE Amex: GGR) announced that its audited consolidated financial statements for the fiscal year ended December 31, 2011, included in the Company’s Annual Report on Form 10−K, which was filed with the Securities and Exchange Commission on March 28, 2012, contained a going concern qualification from its independent registered public accounting firm.
 

 
This announcement is made in accordance with NYSE Amex Company Guide Section 610(b), which requires separate disclosure of receipt of an audit opinion containing a going concern qualification. This announcement does not represent any change or amendment to the Company’s financial statements or to its Annual Report on Form 10−K for the fiscal year ended December 31, 2011.
 
About GeoGlobal
 
GeoGlobal Resources Inc., headquartered in Calgary, Alberta, Canada, is a U.S. publicly traded oil and gas company, which, through its subsidiaries, is engaged in the pursuit of petroleum and natural gas in high potential exploration targets through exploration and development in India, Israel and Colombia.
 
Cautionary Statement For Purposes Of The “Safe Harbor” Provisions Of The Private Securities Litigation Reform Act Of 1995
 
This press release may contain statements which constitute forward-looking statements within the meaning of the US Private Securities Litigation Reform Act of 1995, including statements regarding the plans, intentions, beliefs and current expectations of GeoGlobal Resources Inc., its directors, or its officers with respect to the oil and gas exploration, development and drilling activities being conducted and intended to be conducted and the outcome of those activities on the exploration blocks in which the Company has an interest. The company updates forward-looking information related to operations, production and capital spending on a quarterly basis and updates reserves, if any, on an annual basis.
 
We caution you that various risk factors accompany our forward-looking statements and are described, among other places, under the caption “Risk Factors” in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.  These risk factors could cause our operating results, financial condition and ability to fulfill our plans to differ materially from those expressed in any forward-looking statements made in this press release and could adversely affect our financial condition and our ability to pursue our business strategy and plans. If our plans fail to materialize, your investment will be in jeopardy.
 
 
An investment in shares of our common stock involves a high degree of risk. Our periodic reports we file with the Securities and Exchange Commission and Canadian provincial authorities may be viewed at http://www.sec.gov and www.sedar.com.
 
GeoGlobal Resources Inc.
www.geoglobal.com
KM Investor Relations Ltd.
www.km-ir.co.il
Paul B. Miller, President and CEO
Patty Lew-Lapointe, Investor Relations
Moran Meir-Beres       
 
Phone: +1 403 777-9250
Email: info@geoglobal.com
Phone: +011 972-3-5167620
E-mail: moran@km-ir.co.il
   
The Equicom Group
BPC Financial Marketing
Dave Feick, Managing Director,
Western Canada
John Baldissera
Phone: +1 403 218-2839
Email: dfeick@equicomgroup.com
Phone : +1 800-368-1217

 
 

 

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