NSG New Sage Energy Corp.

New Sage Energy Corp. (TSX VENTURE:NSG) ("New Sage" or the "Corporation") has
entered into a binding letter agreement (the "Letter Agreement") with Caribe Oil
& Gas Ltd. ("Caribe") to jointly pursue petroleum and natural gas opportunities
in Argentina. Caribe is a private company with significant experience and
operating capabilities in South America. Caribe is currently pursuing and
negotiating multiple opportunities that focus on specific objectives, such as
projects with existing production and exploration potential. In addition, Gregg
Vernon and Marc Melnic have agreed to join the Board of Directors of New Sage
and Marc Melnic will be appointed President and CEO of New Sage.


"This is an exciting opportunity for New Sage as it adds depth, experience and
tangible operational strengths to the company while delivering exclusive
production and exploration opportunities around specific criteria within a
definitive project base" stated John Carlesso, the current President of New
Sage.


About Caribe

The directors of Caribe are William Chaitan and David R. Robinson and Caribe has
additional qualified personnel. Mr. Chaitan is a geophysicist, the former
Minister of Energy for Trinidad & Tobago and a former Board member of Petrotrin,
the national oil company of Trinidad & Tobago. Mr. Robinson is a geologist and
holds a Masters of Business Administration degree who is a director of Bolivar
Energy Corp., a public company listed on TSX Venture Exchange ("TSX Venture"),
as well as a founder and director of Radcan Energy Services Inc., a private
oilfield services company. Dr. Jorge Vallmitjana is a Buenos Aires-based lawyer
who has worked in Argentina previously for numerous Canadian companies. He is
the Vice-President, Business Development of Caribe.


New Sage Board and Management Changes

New Sage is pleased to announce the addition of two new board members.

Gregg Vernon is a professional Engineer and is Chief Operating Officer of Alange
Energy Corp., a public oil and gas exploration company focused on Colombia
listed on TSX Venture. He is also currently a Director of Petrodorado Energy
Ltd. and Hemisphere Energy Corporation, two public oil and gas exploration
companies listed on TSX Venture. He was the co-founder of Petro Andina Resources
Inc., a public company focused on oil and gas opportunities in Argentina, that
was acquired in 2009 by PlusPetrol Resources Corporation NV for $359 million. 


Marc Melnic is a professional engineer with over 16 years of industry experience
in senior management roles with several companies, including Vero Energy Inc.,
Enerplus Resource Fund and PanCanadian Petroleum. Mr. Melnic has a Masters of
Business Administration from Queen's University. 


New Sage also announces the resignation of Mr. Doug Bartole from the Board of
Directors in order to devote more time to his other business endeavors. We wish
to thank Mr. Bartole for his energy, advice and guidance since 2008. 


Marc Melnic will be appointed President and Chief Executive Officer of New Sage
and John Carlesso will assume the role of Chairman of the Board.


About the Joint Venture

Pursuant to the Letter Agreement, Caribe has granted to New Sage the exclusive
right of first refusal for an initial term of 24 months (the "Term") to
participate for up to an 80% working interest in each of the current Caribe
opportunities, as well as any other petroleum and/or natural gas exploration or
development opportunities generated by Caribe in Argentina (the "Exclusive
Right"). Caribe has agreed to provide New Sage with written notice including the
business terms and closing timing of a particular Caribe opportunity (the
"Proposed Project") and New Sage shall have fifteen (15) business days to
provide written confirmation to Caribe of its intention to exercise its
Exclusive Right with respect to the Proposed Project. Refusal by New Sage to
exercise its Exclusive Right with respect to a Proposed Project does not
terminate the letter agreement and the Exclusive Right shall continue for the
Term. 


As consideration for the Exclusive Right, New Sage has agreed, subject to
receipt of regulatory approval: (a) to pay Caribe the agreed sum of CDN$133,000
as reimbursement to Caribe of its expenses in reviewing and advancing the
current Caribe opportunities; and (b) to reimburse Caribe for additional
expenditures of Caribe, as approved in advance by New Sage, to review and
advance other Caribe opportunities generated during the Term. 


The parties have also agreed that New Sage will move its head office to Calgary
within 90 days of execution of the Letter Agreement. 


Concurrently, New Sage intends to complete a private placement offering (the
"Offering") of up to 12,000,000 units of the Corporation ("Unit") at a price of
$0.05 per Unit for gross proceeds of up to $600,000. Each Unit will consist of
one common share and one share purchase warrant exercisable to purchase one
common share at a price of $0.10 per share for two years. It is a condition of
the letter agreement that the offering is completed for minimum gross proceeds
of $400,000. The Corporation may engage investment dealers in connection with
the Offering and as a result may pay a cash commission and may issue agents'
options to such investment dealers, all subject to stock exchange and regulatory
approval.


About New Sage

New Sage is a Canadian oil and gas exploration and development company with a
focus on opportunities in Latin America. New Sage is building a portfolio of
production through exploration and development opportunities with established
joint venture partners.


Forward-Looking Statements

This news release contains forward-looking statements that involve risks and
uncertainties. Forward-looking statements or information are based on current
expectations, estimates and projections that involve a number of risks and
uncertainties which could cause actual results to differ materially from those
anticipated by New Sage. The forward-looking statements or information contained
in this news release are made as of the date hereof and New Sage does not
undertake any obligation to update publicly or revise any forward-looking
statements or information, whether as a result of new information, future events
or otherwise, unless so required by applicable securities laws. 


The securities of New Sage being offered have not been, nor will be, registered
under the United States Securities Act of 1933, as amended, and may not be
offered or sold within the United States or to, or for the account or benefit
of, U.S. persons absent U.S. registration or an applicable exemption from U.S.
registration requirements. This release does not constitute an offer for sale of
securities in the United States.

New Sage Energy Corp. (TSXV:NSG)
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부터 5월(5) 2024 으로 6월(6) 2024

New Sage Energy Corp. (TSXV:NSG)
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부터 6월(6) 2023 으로 6월(6) 2024