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Eurogas Declares Dividend and Sets Record Date for Spin-Off of Eurogas International as Part of Restructuring Plan

2008-07-25 15:55:00

Eurogas Declares Dividend and Sets Record Date for Spin-Off of Eurogas International as Part of Restructuring Plan

TORONTO, ONTARIO–(EMWNews – July 25, 2008) – Eurogas Corporation (“Eurogas” or the “Company”) (TSX VENTURE:EUG) announces that its Board of Directors has set August 5, 2008 as the record date for the spin-off of its wholly-owned Barbados subsidiary, Eurogas International Inc., in connection with its previously announced restructuring plan. In connection with the restructuring, Eurogas will exchange its currently held common shares of Eurogas International for preferred shares and new common shares of Eurogas International and immediately distribute these new common shares of Eurogas International by way of a dividend-in-kind to holders of Eurogas’ common shares at the close of business on the record date. Each holder of Eurogas common shares on the record date will receive one common share of Eurogas International for each five Eurogas shares held. Shareholders will not receive shares or cash in lieu of fractional shares.

Eurogas International’s sole assets are cash of approximately $10 million and its current interest in the one million off-shore acreage (Sfax) oil and gas exploration venture in Tunisia, which is currently being funded by Delta Hydrocarbons B.V. (Delta). Delta has committed to spend US $125 million to earn a 50% interest in the Sfax permit. The current work program agreed to by the partners includes the drilling of up to four wells. The first well, which is an appraisal well on the Ras El Besh structure, is currently being drilled. To date, Delta has spent approximately US $30 million, including reimbursement of past expenditures and on current drilling. Subsequent to Delta fulfilling its commitment, Eurogas International’s interest will be 22.5% and Eurogas International will participate as to 22.5% of further expenditures on the Sfax permit.

The objective of splitting Eurogas into two separate publicly traded companies is to enhance shareholder value, and to complete the distribution on a tax efficient basis for all shareholders and the Company. Following the restructuring, Eurogas will retain its interest in the Castor underground gas storage facility in Spain along with the current value of Eurogas International through its preferred shareholding, and common shareholders of Eurogas at the close of business on the record date will gain a direct interest in any future value that may be realized in Eurogas International. Eurogas International will have approximately 32 million shares outstanding following the distribution of the common shares.

The common shares of Eurogas International will be held by an escrow agent until such time as a receipt for a prospectus of Eurogas International has been obtained. Shareholders will not be able to trade the Eurogas International shares until such time. It is intended that a preliminary prospectus will be filed within approximately four weeks of the date of distribution, and a final prospectus will be filed and mailed to shareholders once a receipt has been issued by the securities regulatory authorities. A listing of Eurogas International common shares will also be sought concurrently on the TSX Venture Exchange. There is no assurance such a listing will occur. It is expected that the whole process will take approximately two months. Further information about the timing and exact dates will be issued in future news releases.

Eurogas Corporation is an independent oil and gas exploration company listed on the TSX Venture Exchange under the symbol EUG and is engaged directly in development of a major underground storage facility offshore the east coast of Spain, and through Eurogas International in the exploration and development of oil and gas in Tunisia’s Gulf of Gabes. For more information on the Company, visit the website

Jaffar Khan, President & CEO

Certain information set forth in this document, including management’s assessment of the Corporation’s future plans and operations, contains forward-looking statements. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Corporation’s control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Corporation’s actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits the Corporation will derive from them. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


For more information, please contact

Eurogas Corporation
Jaffar Khan
President & CEO
(403) 264-4985
(403) 262-8299 (FAX)


Eurogas Corporation
Andrew Constantinidis
Vice President & CFO
(403) 264-4985
(403) 262-8299 (FAX)
Email: [email protected]

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