Eurogas Corporation-Update at the Request of the TSX Venture Exchange
* Reuters is not responsible for the content in this press release.
TORONTO, ONTARIO, Jun 16 (MARKET WIRE) --
Eurogas Corporation ("Eurogas" or the "Company") (TSX VENTURE: EUG) has
issued this press release at the request of the TSX Venture Exchange (the
"Exchange") in connection with the Exchange's review of the Company. The
Exchange requires additional disclosure of two historical transactions.
One transaction involved the forgiveness of a $1,000,000 loan, and
bonuses totalling $651,475 approximating the estimated personal taxes
associated with the loan forgiveness, to the founding and since deceased
Chairman and Chief Executive Officer of the Company in consideration of
his long-term contribution and relative compensation as a founding member
of and key contributor to the Company. The other transaction involved
loaning $2,747,496 to limited partners controlled by two directors of
Eurogas on the same terms as loans concurrently made to five arms length
limited partners for an aggregate $4,616,148. Those related party
elements required that notice be provided to the Exchange and a press
release issued which were not completed through inadvertence. The loan
forgiveness, bonuses and loans were disclosed in Eurogas' continuous
disclosure documents. The disclosure relating to the bonuses did not
reference that they approximated the estimated personal taxes associated
with the loan forgiveness. The transactions were approved by the Board of
Directors or the Compensation Committee, as the case may be, including
Ned Goodman, the Chairman and a director of Eurogas and the Chief
Executive Officer and a controlling shareholder of Dundee Corporation,
which at the time held and continues to hold more than 50% of the
outstanding common shares of Eurogas.
1) Loan Forgiveness:
The first transaction involved a loan made in 1997 to the then Chairman
and Chief Executive Officer of Eurogas, Julio Poscente, to purchase
1,000,000 common shares of Eurogas at a price of $1.00 per share. The
shareholders of the Company approved the loan and the repayment terms
whereby the loan would be repaid from the proceeds from the eventual sale
of these shares which were pledged as security. Eurogas subsequently
forgave $100,000 of the loan in each of 2004 and 2005 and, in each of
those years, also provided Mr. Poscente with a bonus of $70,000. At the
end of December 2006, the Company forgave the remaining $800,000
outstanding following the death of Mr. Poscente and declared a bonus of
$511,475 to his estate and released the pledged shares held as security.
At each of those times it had been determined that the applicable bonus,
which approximated the amount of personal taxes payable by the Chairman
and Chief Executive Officer or his estate in connection with the
forgiveness of the loans, was reasonable and appropriate in the
circumstances. Mr. Poscente was a founding member of the Company and a
key individual responsible for the discovery and ultimate claim of three
exploration properties, one of which remains the principal asset of
Eurogas and another which was the principal asset of its wholly-owned
subsidiary, Eurogas International Inc., until August 5, 2008. Eurogas had
determined that the arrangements relating to the loan were reasonable and
appropriate given Mr. Poscente's long-term contributions and relative
compensation. The amount of the loan forgiven and bonus granted in any
one year were not material to the Company at the time. Jay Poscente, the
son of Julio Poscente, was appointed a director of the Company following
his father's death in December 2006 and remained on the Board of
Directors until May 22, 2009.
2) Related Party Loan:
Eurogas holds an interest in the Castor Exploration Permit through its
73.7% interest in the Castor UGS Limited Partnership (the "Castor UGS
LP"). In May 2007, the partners in the Castor UGS LP were subject to a
$28 million cash call. Eurogas funded the entire cash call including the
non-controlling limited partners' portion of the cash call totalling
$7,363,644. There were seven non-controlling limited partners, two of
whom were controlled by two directors of Eurogas. The loans to the two
non arm's length limited partners totalling $2,747,496 represented 37% of
the aggregate loans to the seven limited partners, the other five of whom
were at arm's length to the Company and who negotiated the loans. The
loans were secured by a pledge of the limited partnership interests of
the non-controlling limited partners and were subject to interest at
market rates. In 2008 the loans were repaid in full. At the time the
loans were made, the non-controlling limited partners also granted
Eurogas a right of first offer and a right of first refusal in respect of
any future sale of their limited partnership interests, and their
certificates of ownership remain with Eurogas in order to ensure
compliance with the above and for other required purposes.
Eurogas Corporation is listed on the TSX Venture Exchange under the
symbol EUG and is engaged directly in the development of a major
underground storage facility off the east coast of Spain. For more
information on Eurogas, visit the website www.eurogascorp.com.
Certain information set forth in this document, including management's
assessment of each 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.
Neither TSX Venture
Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
Contacts:
Eurogas Corporation
Jaffar Khan
President & CEO
(403) 264-4985
(403) 262-8299 (FAX)
eurogas@eurogascorp.com
www.eurogascorp.com
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