As
filed with the Securities and Exchange Commission on August 17,
2007
Registration
No. _______________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________________
FORM
S-3
Registration
Statement
Under
The
Securities Act of 1933
____________________
GEOGLOBAL
RESOURCES INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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33-0464753
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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#310,
605 – 1st
Street SW
Calgary,
Alberta T2P 3S9
(403)
777-9250
(Address,
including zip code, and telephone number, including area code,
of
registrant’s principal executive offices)
|
Allan
J. Kent
Executive
Vice President
#310,
605 – 1st
Street SW
Calgary,
Alberta T2P 3S9
(403)
777-9250
(Name,
address, including zip code and telephone number, including area
code, of
agent for service)
|
Copies
to:
William
S. Clarke, Esq.
William
S. Clarke, P.A.
65
South Main Street,
Suite
A-202
Pennington,
New Jersey 08534
Telephone: (609)
737-9090
Fax: (609)
737-3223
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Approximate
date of commencement of proposed sale to the public:
From
time to time after this Registration Statement becomes
effective
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|
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If
the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check
the
following box.
|
£
|
If
any of the securities being registered on this form are to be offered
on a
delayed or continuous basis pursuant to Rule 415 under the Securities
Act
of 1933, other than securities offered only in connection with
dividend or
interest reinvestment plans, check the following box.
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T
|
If
this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check
the
following box and list the Securities Act registration statement
number of
the earlier effective registration statement for the same
offering.
|
£
|
If
this form is a post-effective amendment filed pursuant to Rule
462(c)
under the Securities Act, check the following box and list the
Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
|
£
|
If
this Form is a registration statement pursuant to General Instruction
I.D.
or a post-effective amendment thereto that shall become effective
upon
filing with the Commission pursuant to Rule 462(e) under the Securities
Act, check the following box.
If
this Form is a post-effective amendment to a registration statement
filed
pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule
413(b)
under the Securities Act, check the following box.
If
delivery of the prospectus is expected to be made pursuant to Rule
434,
please check the following box.
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£
£
£
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___________________________
calculation
of registration fee
Title
of Class
of
Securities to
be
Registered
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Amount
to be Registered (1)
|
Proposed
Maximum Offering Price Per Share
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Proposed
Maximum Aggregate Offering Price
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Amount
of Registration Fee
|
|
|
|
|
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Common
Stock, par value $0.001 per share
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5,680,000
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$4.60
(2)
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$26,128,000
(2)
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$805
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Common
Stock par value $0.001 per share
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2,840,000
(3)
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$7.50
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$21,300,000
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$656
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Common
Stock, par value $0.001 per share
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340,080
(4)
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$5.00
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$1,700,400
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$53
|
|
|
|
|
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Total
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8,860,080
(5)
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$49,128,400
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$1,514
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(1)
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The
registrant is hereby registering 8,860,080 shares of common
stock. Of such shares, 5,680,000 are issued and outstanding,
2,840,000 shares are issuable upon exercise of common stock purchase
warrants issued on June 21, 2007 and 340,080 shares are issuable
upon
exercise of compensation options issued on June 21,
2007.
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(2)
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Estimated
in accordance with Rule 457(c) of the Securities Act of 1933, as
amended,
solely for the purpose of computing the amount of the registration
fee,
based on $4.60, the average of the high and low prices of the registrant’s
common stock quoted on the American Stock Exchange on August 13,
2007.
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(3)
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Represents
shares issuable on exercise of common stock purchase warrants at
an
exercise price of $7.50 per share.
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(4)
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Represents
shares issuable on exercise of compensation options at an exercise
price
of $5.00 per share.
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(5)
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Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended, this
registration statement also registers such additional shares of
the
registrant’s common stock as may become issuable to prevent dilution as a
result of stock splits, stock dividends or similar
transactions.
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The
registrant hereby amends this registration statement on such date or dates
as
may be necessary to delay its effective date until the registrant shall file
a
further amendment that specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the registration statement shall
become effective on such date as the Securities and Exchange Commission,
acting
pursuant to said Section 8(a), may determine.
[The
following paragraph will appear vertically on the left side of the outside
cover
of the prospectus]
INFORMATION
CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY
SUCH STATE.
Subject
to Completion, dated August 17, 2007
PROSPECTUS
GEOGLOBAL
RESOURCES INC.
COMMON
STOCK
This
prospectus relates to the resale from time to time by the holders
of an
aggregate of 8,860,080 shares of our common stock, including 5,680,000
shares that are issued and outstanding, 340,080 shares issuable
on
exercise of our outstanding compensation options and 2,840,000
shares that
are issuable on exercise of common stock purchase
warrants. These securities were issued by us on June 21, 2007
in a transaction not subject to the registration requirements of
the
Securities Act of 1933, as amended, (the “Securities Act”). We
will not receive any of the proceeds from the sale of the shares
sold
pursuant to this prospectus. We will bear the entire expense
incident to the registration of the shares.
Our
common stock is traded on the American Stock Exchange under the
symbol
GGR. On August 13, 2007, the closing sale price of our common
stock on the American Stock Exchange was $4.40.
See
“Risk Factors” on page 8 for information you should consider before buying
shares of our common stock.
We
expect that these shares of common stock may be sold or distributed
from
time to time by or for the account of the holders through underwriters
or
dealers, through brokers or other agents, or directly to one or
more
purchasers, including pledgees, at market prices prevailing at
the time of
sale or at prices otherwise negotiated. The holders may also
sell shares under Rule 144 under the Securities Act, if available,
rather
than under this prospectus. The registration of these shares
for resale does not necessarily mean that the selling securityholders
will
sell any of their shares. See “Plan of Distribution” beginning
on page 22.
Neither
The Securities And Exchange Commission Nor Any State Securities
Commission
Has Approved or Disapproved These Securities Or Determined That
This
Prospectus Is Truthful Or Complete. Any Representation To The
Contrary Is A Criminal Offense.
Prospectus
dated [___________], 2007
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TABLE
OF CONTENTS
Prospectus
Summary
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4
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Risk
Factors
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6
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Risks
Relating to Our Oil and Gas Activities Because
We Are
In the Early Stage of Developing Our Activities, There Are Considerable
Risks ThatWe Will Be Unsuccessful
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6
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Our
Interest In the Production Sharing Contracts Involve Highly Speculative
Exploration OpportunitiesThat Involve Material Risks That We
Will Be
Unsuccessful
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7
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GSPC
Is Seeking A Payment From Us In The Amount Of Approximately $44.68
Million
On Acccount of GSPC’s Exploration Costs On The KG Offshore
Block.
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7
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Possible
Inability of Contracting Parties to Fulfill Phase One of the
Minimum Work
Programs forCertain Of Our PSCs
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8
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Because
Our Activities Have Only Recently Commenced And We Have No Operating
History And Reserves of Oil and Gas, We Anticipate Future Losses;
There Is
No Assurance of Our Profitability
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8
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We
Expect to Have Substantial Requirements For Additional Capital
That May Be
Unavailable To Us Which Could Limit Our Ability To Participate
In Our
Existing And Additional Ventures Or Pursue Other
Opportunities. Our Available Capital is
Limited
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9
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India’s
Regulatory Regime May Increase Our Risks And Expenses Of Doing
Business
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10
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Our
Control by Directors and Executive Officers May Result In Those
Persons
Having Interests Divergent From Our Other Stockholders
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10
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Our
Reliance On A Limited Number Of Key Management Personnel Imposes
Risks On
Us That We Will
Have
Insufficient Management Personnel Available If The Services Of
Any Of Them
Are Unavailable
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10
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Our
Success Is Largely Dependent On The Success Of The Operators
Of The
Ventures In Which We Participate And Their Failure Or Inability
To
Properly Or Successfully Operate The Oil And Gas Exploration,
Development
And Production Activities On An Exploration Block, Could Materially
Adversely Affect Us
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11
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Certain
Terms Of The Production Sharing Contracts May Create Additional
Expenses
And Risks That Could Adversely Affect Our Revenues And
Profitability
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12
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The
Requirements of Section 404 Of The Sarbanes-Oxley Act Of 2002
Require That
We Undertake An Evaluation Of Our Internal Controls That May
Identify
Internal Control Weaknesses
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12
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Oil
And Gas Prices Fluctuate Widely And Low Oil And Gas Prices Could
Adversely
Affect Our Financial Results
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13
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Our
Ability To Locate And Participate In Additional Exploration Opportunities
And To Manage Growth
May
Be Limited By Reason Of Our Limited History Of Operations And
The Limited
Size Of Our Staff
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13
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Our
Future Performance Depends Upon Our Ability And The Ability Of
The
Ventures In Which We
Participate
To Find Or Acquire Oil And Gas Reserves That Are Economically
Recoverable
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14
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Estimating
Reserves And Future Net Revenues Involves Uncertainties And Oil
And Gas
Price Declines
May
Lead To Impairment Of Oil And Gas Assets
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14
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Risks
Relating To The Market For Our Common Stock
Volatility
Of Our Stock Price
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15
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Recent
Developments
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15
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Cautionary
Statement for Purposes Of The “Safe Harbor” Provisions Of The Private
Securities Litigation Reform Act of 1995
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16
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Use
Of Proceeds
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17
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Selling
Securityholders
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18
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Plan
of Distribution
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19
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Legal
Matters
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21
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Experts
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21
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Where
You Can Find More Information
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22
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You
should rely only on the information included in or incorporated by reference
into this prospectus. We have not authorized anyone to provide you
with information that is different. This prospectus may only be used
where it is legal to sell these shares. The information contained in
this prospectus is accurate only as of the date of this prospectus, regardless
of the time of delivery of this prospectus or of any sale of our common
stock.
PROSPECTUS
SUMMARY
The
following summary is qualified in its entirety by the more detailed information,
financial statements and other data appearing elsewhere in this
prospectus. At various places in this prospectus, we may make
reference to the “company” or “us” or “we.” When we use those terms,
unless the context otherwise requires, we mean GeoGlobal Resources Inc. and
its
wholly-owned subsidiaries.
GeoGlobal
Resources Inc.
GeoGlobal
Resources Inc. is engaged, through our subsidiaries and joint ventures in
which
we are a participant, in the exploration for and development of oil and natural
gas reserves. At present, these activities are being undertaken in
locations where we and our joint venture participants have been granted
exploration rights pursuant to production sharing contracts (“PSCs”) we have
entered into with the Government of India ("GOI") under its New Exploration
Licensing Policy (“NELP”) bidding processes. As of August 13, 2007,
we have entered into contracts with respect to ten of these exploration blocks
as follows:
·
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The
first of our agreements, entered into in February 2003 under NELP-III,
grants exploration rights in an area offshore eastern India in
the Krishna
Godavari Basin in the State of Andhra Pradesh. We refer to this
KG-OSN-2001/3 exploration block as the “KG Offshore Block” and we have a
net 5% carried interest (“CI”) under this
agreement.
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·
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We
entered into two agreements which grant exploration rights in areas
onshore in the Cambay Basin in the State of Gujarat in western
India. These agreements were entered into in February 2004
under NELP-IV and we have a 10% participating interest (“PI”) under each
of these agreements. We refer to the CB-ONN-2002/2 exploration
block as the “Mehsana Block” and the CB-ONN-2002/3 exploration block as
the “Sanand/Miroli Block.”
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·
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Pursuant
to an agreement entered into in April 2005, we purchased from Gujarat
State Petroleum Corporation Limited (“GSPC”), a 20% PI in the agreement
granting exploration rights granted under NELP-III to an onshore
exploration block in the Cambay Basin in the State of Gujarat in
western
India. We refer to this CB-ON/2 exploration block as the
“Tarapur Block”.
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·
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In
September 2005, we entered into agreements with respect to two
areas under
NELP-V. One area is located onshore in the Cambay Basin located
in the State of Gujarat south-east of our three existing Cambay
blocks, in
which we hold a 10% PI. We refer to this CB-ONN-2003/2
exploration block as the “Ankleshwar Block”. The second area is
located onshore in the Deccan Syneclise Basin located in the northern
portion of the State of Maharashtra in west-central India for which
we
hold a 100% PI interest and are the operator. We refer to this
DS-ONN-2003/1 exploration block as the “DS 03
Block”.
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·
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In
March 2007, we signed agreements with respect to four additional
locations
awarded under NELP-VI. One location is onshore in the Krishna
Godavari Basin in the State of Andhra Pradesh adjacent to our KG
Offshore
Block in eastern India in which we hold a 10% PI. We currently
refer to this KG-ONN-2004/1 exploration block as the “KG Onshore
Block”. The second and third locations include two agreements
onshore in north-west India in the Rajasthan Basin in the State
of
Rajasthan and we hold a 25% PI in each of these agreements. We
currently refer to the RJ-ONN-2004/2 exploration block as the “RJ Block
20” and the RJ-ONN-2004/3 exploration block as the “RJ Block
21”. The fourth location is onshore in the Deccan Syneclise
Basin in the State of Maharashtra adjacent to our DS 03 Block in
west-central India in which we hold a 100% PI and are the
operator. We currently refer to this DS-ONN-2004/1 exploration
block as the "DS 04 Block"
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All
of
our exploration activities should be considered highly speculative.
The
Offering
Offering
of Common Stock by the Selling
Securityholders 8,860,080
Shares
to
be outstanding after the offering of common stock and exercise of the (1) 75,385,836
Purchase
Warrants and Compensation Options assuming all are exercised
(1)
|
Based
on the number of shares of common stock issued and outstanding
on June 30,
2007, inclusive of 340,080 shares issuable on exercise of compensation
options issued in June 2007 and 2,840,000 shares issuable on exercise
of
common stock purchase warrants issued in June
2007.
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Use
of Proceeds
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We
will not realize any of the proceeds from the sale of the shares
offered
by the Selling Securityholders. See “Use of
Proceeds.” Of the shares included in this prospectus, 2,840,000
are issuable on exercise of our outstanding common stock purchase
warrants
and 340,080 shares are issuable on exercise of compensation options
issued
in June 2007. In the event all our outstanding common stock
purchase warrants and compensation options are exercised, we will
receive
aggregate proceeds of $23,000,400 which will be added to our general
corporate funds and used for working capital. There can be no
assurance those warrants or options will be exercised or the proceeds
received.
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Market
Symbol (American Stock Exchange)
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GGR
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Risk
Factors
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Before
investing in our common stock, you should carefully read and consider
the
information set forth in “Risk Factors” beginning on page 8 of this
prospectus.
|
Our
executive offices are located at 605 – 1st Street
S.W., Suite
310, Calgary, Alberta, Canada T2P 3S9. Our telephone number is
403-777-9250.
RISK
FACTORS
An
investment in shares of our common stock involves a high degree of
risk. You should consider the following factors, in addition to the
other information contained in this Prospectus and incorporated herein by
reference, in evaluating our business and current and proposed activities
before
you purchase any shares of our common stock. You should also see the
"Cautionary Statement for Purposes of the Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995" regarding risks and uncertainties
relating to us and to forward-looking statements in this
Prospectus.
There
can
be no assurance that the exploratory drilling to be conducted on the exploration
blocks in which we hold an interest will result in any discovery of reserves
of
hydrocarbons or that any hydrocarbons that are discovered will be in
commercially recoverable quantities. In addition, the realization of
any revenues from commercially recoverable hydrocarbons is dependent upon
the
ability to deliver, store and market any hydrocarbons that are
discovered. The presence of hydrocarbon reserves on contiguous
properties is no assurance or necessary indication that hydrocarbons will
be
found in commercially marketable quantities on the exploration blocks in
which
we hold an interest.
Risks
Relating to Our Oil and Gas Activities
Because
We Are In the Early Stage Of Developing Our Activities, There Are Considerable
Risks That We Will Be Unsuccessful
We
are in
the early stage of developing our operations. Our only activities in
the oil and natural gas exploration and production industry have primarily
involved entering into ten PSCs with the GOI. We have realized no
revenues from our oil and natural gas exploration and development activities
and
do not claim any proved reserves of oil or natural gas. As of August
13, 2007, a venture in which we have a net 5% carried interest has drilled
and
abandoned two wells and has drilled, tested and cased six wells.
Our
current plans are to conduct the exploration and development activities on
the
areas offshore and onshore India in accordance with the terms of the PSCs
we are
a party to. There can be no assurance that the exploratory drilling
to be conducted on the exploration blocks in which we hold an interest will
result in any discovery of hydrocarbons or that any hydrocarbons that are
discovered will be in commercially recoverable quantities. In
addition, the realization of any revenues from commercially recoverable
hydrocarbons is dependent upon the ability to deliver, store and market any
hydrocarbons that are discovered and as of August 13, 2007, there are no
or
limited facilities for the delivery and storage of hydrocarbons on the areas
covered by our PSCs. The presence of hydrocarbon reserves on
contiguous properties is no assurance or necessary indication that hydrocarbons
will be found in commercially marketable quantities on the exploration blocks
in
which we hold an interest. Our exploration opportunities are highly
speculative and should any of these opportunities not result in the discovery
of
commercial quantities of oil and gas reserves, our investment in the venture
could be lost.
Our
business plans also include seeking to enter into additional joint ventures
or
other arrangements to acquire interests in additional government created
and
granted hydrocarbon exploration opportunities, primarily located onshore
or in
the offshore waters of India and possibly elsewhere. Opportunities to
acquire interests in exploration opportunities will be dependent upon our
ability to identify, negotiate and enter into joint venture or other similar
arrangements with respect to specific exploration opportunities and upon
our
ability to raise sufficient capital to fund our participation in those joint
ventures or other exploration activities. Our success will be
dependent upon the success of the exploration activities of the ventures
in
which we acquire an interest and our ability to have adequate capital resources
available at the times required.
Our
Interest In The Production Sharing Contracts Involve Highly Speculative
Exploration Opportunities That Involve Material Risks That We Will Be
Unsuccessful
Our
interests in the exploration blocks should be considered to be highly
speculative exploration opportunities that involve material
risks. None of the exploration blocks in which we have an interest
have any proven reserves and are not producing any quantities of oil or natural
gas. Exploratory drilling activities are subject to many risks,
including the risk that no commercially productive reservoirs will be
encountered. There can be no assurance that wells drilled on any of
the exploration blocks in which we have an interest or by any venture in
which
we may acquire an interest in the future will be productive or that we will
receive any return or recover all or any portion of our
investment. Drilling for oil and gas may involve unsuccessful or
unprofitable efforts, not only from dry wells, but from wells that are
productive but do not produce sufficient net revenues to return a profit
after
drilling, operating and other costs. The cost of drilling, completing
and operating wells is often uncertain. Drilling operations may be curtailed,
delayed or cancelled as a result of numerous factors, many of which are beyond
the operator’s control, including economic conditions, mechanical problems,
extreme downhole pressures and temperatures, title problems, weather conditions,
compliance with governmental requirements and shortages or delays of equipment
and services. Drilling activities on the exploration blocks in which
we hold an interest may not be successful and, if unsuccessful, such failure
may
have a material adverse effect on our future results of operations and financial
condition.
GSPC
Is Seeking a Payment From Us In the Amount Of Approximately $44.68 Million
On
Account of GSPC’s Exploration Costs On the KG Offshore
Block
Gujarat
State Petroleum Corporation Ltd. (“GSPC”), the operator of the KG Offshore Block
in which we have a net 5% carried interest, has advised us that it is seeking
from us our pro rata portion of the amount by which the sums expended by
GSPC
under Phase I of the work program set forth in the PSC for the KG Offshore
Block
in carrying out exploration activities on the block exceeds the amount that
GSPC
deems to be our pro rata portion of a financial commitment under Phase I
included in the parties’ joint bid for the award by the Government of India of
the KG Offshore Block which, GSPC contends, is not within the terms of the
Carried Interest Agreement ("CIA") dated August 27, 2002 between us and
GSPC. GSPC asserts that we are required to pay 10% of the exploration
expenses over and above US$59.23 million (including the net 5% interest of
Roy
Group (Mauritius) Inc.). GSPC asserts that the amount payable is
US$44.68 million including interest of US$4.43 million as of June 30,
2007. We dispute this assertion of GSPC.
We
have
advised GSPC that, under the terms of the CIA, the terms of which are also
incorporated into the PSC and the Joint Operating Agreement ("JOA") dated
August
7, 2003 between the parties, it has no right to seek the payment and that
we
believe the payment GSPC is seeking is in breach of the CIA. We
further reminded GSPC that we have fulfilled over the past five years our
obligations under the CIA to provide extensive technical assistance without
any
further remuneration other than the carried interest, all in accordance with
the
terms of the CIA. In furtherance of our position, we have obtained
the opinion of prominent Indian legal counsel who has advised us that, among
other things, under the terms of the agreements between the parties, and
in
particular the CIA, we are not liable to pay any amount to GSPC for either
costs
and expenses incurred or otherwise before reaching the stage of commercial
production.
We
continue to be of the view that, under the terms of the CIA, we have a carried
interest in the exploration activities conducted by the parties on the KG
Offshore Block for 100% of our share (including the share of Roy Group
Mauritius) of costs during the exploration phase prior to the start date
of
initial commercial production on the KG Offshore Block. To date,
commercial production has not been achieved on the block.
We
intend
to vigorously protect our contractual rights in accordance with the dispute
resolution process under the CIA, the PSC and the JOA as may be
appropriate. However, there can be no assurance that GSPC will not
institute arbitration or other proceedings seeking to recover the
sum. We are currently having discussions with GSPC in an effort to
reach an amicable resolution.
Possible
Inability of Contracting Parties to Fulfill Phase One of the Minimum Work
Programs for Certain of Our PSCs
Our
PSCs
relating to the India blocks provide that by the end of the first phase of
the
exploration phases the contracting parties shall have drilled a certain number
of wells or performed certain exploration activities. The first phase
of the exploration period relating to the PSC for the KG Offshore Block expired
without the required minimum of at least fourteen exploration wells being
drilled during the first phase. The first phase of the exploration
period of the PSC relating to the Mehsana Block also expired without the
required minimum of seven wells having been drilled and the first phase of
the
exploration period of the PSC relating to the Sanand/Miroli Block expired
without the required minimum of twelve wells having been
drilled. GSPC is the operator on the KG Offshore Block and the
Sanand/Miroli Block and Jubilant Oil & Gas ("Jubilant") is the operator on
the Mehsana Block. See “Recent Developments”. The
PSCs also have provisions for termination of the PSC on account of various
reasons specified therein including material breach of the
contract. This failure to timely complete the minimum work commitment
may be deemed to constitute such a breach. Termination rights can be
exercised after giving ninety days written notice.
The
termination of a PSC by the GOI would result in the loss of our
interest in the PSC other than contract areas of the PSC determined to encompass
"commercial discoveries". The PSC sets forth procedures whereby the
operator can obtain the review of the Management Committee under the PSC
as to
whether a discovery on the exploration block should be declared a commercial
discovery under the PSC. Those procedures have not been completed at
present with respect to the discovery on the KG Offshore Block and, accordingly,
as of August 13, 2007, no areas on the KG Offshore Block have been determined
formally to encompass "commercial discoveries" as that term is defined under
the
PSC. Likewise, no areas of the Mehansa Block or the Sanand/Miroli
Block have been determined to encompass commercial discoveries.
In
the
event a PSC is terminated by the GOI, or in the event the work program is
not
fulfilled by the end of the relevant exploration phase, the PSC provides
that
each party to the PSC is to pay to the GOI its participating interest share
of
an amount which is equal to the amount that would be required to complete
the
minimum work program for that phase.
With
respect to the KG Offshore Block, we are of the view that GSPC, under the
terms
of our CIA, would be liable for our participating interest share of the amount
required to complete the minimum work program for the phase.
Because
Our Activities Have Only Recently Commenced And We Have No Operating History
And
Reserves Of Oil And Gas, We Anticipate Future Losses; There Is No Assurance
Of
Our Profitability
Our
oil
and natural gas operations have been only recently established and we have
very
limited operating history, oil and gas reserves or assets upon which an
evaluation of our business, our current business plans and our prospects
can be
based. Our prospects must be considered in light of the risks,
expenses and problems frequently encountered by all companies in their early
stages of development and, in particular, those engaged in exploratory oil
and
gas activities. Such risks include, without limitation:
·
|
We
will experience failures to discover oil and gas in commercial
quantities;
|
·
|
There
are uncertainties as to the costs to be incurred in our exploratory
drilling activities, cost overruns are possible and we may encounter
mechanical difficulties and failures in completing
wells;
|
·
|
There
are uncertain costs inherent in drilling into unknown formations,
such as
over-pressured zones, high temperatures and tools lost in the hole;
and
|
·
|
We
may make changes in our drilling plans and locations as a result
of prior
exploratory drilling.
|
During
the exploration phase prior to the start date of initial commercial production,
we have a carried interest in the exploration activities on the KG Offshore
Block. Our interests in our other exploration blocks are
participating interests which require us to pay our proportionate share of
exploration, drilling and development expenses on these blocks substantially
as
those expenses are incurred. Unexpected or additional costs can
affect the commercial viability of producing oil and gas from a well and
will
affect the time when and amounts that we can expect to receive from any
production from a well. Because our carried costs of exploration and
drilling on the KG Offshore Block are to be repaid in full to the operator,
GSPC, before we are entitled to any share of production, additional exploration
and development expenses will reduce and delay any share of production and
revenues we will receive.
There
can
be no assurance that the ventures in which we are a participant will be
successful in addressing these risks, and any failure to do so could have
a
material adverse effect on our prospects for the future. Our
operations were recently established, and as such, we have no substantial
operating history to serve as the basis to predict our ability to further
the
development of our business plan. Likewise, the outcome of our
exploratory drilling activities, as well as our quarterly and annual operating
results cannot be predicted. Consequently, we believe that period to period
comparisons of our exploration, development, drilling and operating results
will
not necessarily be meaningful and should not be relied upon as an indication
of
our stage of development or future prospects. In the future,
operating or drilling results may fall below our expectations or the
expectations of securities analysts and investors and that some of our drilling
results will be unsuccessful and the wells abandoned. In such event,
the trading price of our common stock may be materially and adversely
affected.
We
Expect to Have Substantial Requirements For Additional Capital That May Be
Unavailable To Us Which Could Limit Our Ability To Participate In Our Existing
and Additional Ventures Or Pursue Other Opportunities. Our Available
Capital is Limited
In
order
to participate under the terms of our PSCs as well as in further joint venture
arrangements leading to the possible grant of exploratory drilling
opportunities, we will be required to contribute or have available to us
material amounts of capital. Under the terms of our CIA relating to
the KG Offshore Block, after the start date of initial commercial production
on
the KG Offshore Block, and under the terms of the nine other PSCs we are
parties
to, we are required to bear our proportionate share of costs during the
exploration phases of those agreements. There can be no assurance
that our currently available capital will be sufficient for these purposes
or
that any additional capital that is required will be available to us in the
amounts and at the times required. Such capital also may be required
to secure bonds in connection with the grant of exploration rights, to conduct
or participate in exploration activities or be engaged in drilling and
completion activities. We intend to seek the additional capital to
meet our requirements from equity and debt offerings of our
securities. Our ability to access additional capital will depend in
part on the success of the ventures in which we are a participant in locating
reserves of oil and gas and developing producing wells on the exploration
blocks, the results of our management in locating, negotiating and entering
into
joint venture or other arrangements on terms considered acceptable, as well
as
the status of the capital markets at the time such capital is
sought.
There
can
be no assurance that capital will be available to us from any source or that,
if
available, it will be at prices or on terms acceptable to us. Should
we be unable to access the capital markets or should sufficient capital not
be
available, our activities could be delayed or reduced and, accordingly, any
future exploration opportunities, revenues and operating activities may be
adversely affected and could also result in our breach of the terms of a
PSC
which could result in the loss of our rights under the contract.
As
of
June 30, 2007, we had cash and cash equivalents of approximately $55.3
million. We currently expect that our available cash will be
sufficient to fund us through the budget periods ending March 31, 2008 and
through the balance of 2008 at our present level of operations on the ten
exploration blocks in which we are currently a participant including our
newly
acquired NELP-VI exploration blocks. Although exploration activity
budgets are subject to ongoing review and revision, our present estimate
of our
commitments of capital pursuant to the terms of our PSCs relating to our
six
exploration blocks, excluding our newly acquired NELP-VI exploration blocks,
totals approximately $12.7 million during the period April 1, 2007 to March
31,
2008. We anticipate total expenditures on the four newly acquired
NELP-VI blocks for the first exploration phase which covers four years to
be
approximately $28 million. Any further PSCs we may seek to enter into
or any expanded scope of our operations or other transactions that we may
enter
into may require us to fund our participation or capital expenditures with
amounts of capital not currently available to us. We may be
unsuccessful in raising the capital necessary to meet these capital
requirements. There can be no assurance that we will be able to raise
the capital.
India’s
Regulatory Regime May Increase Our Risks And Expenses In Doing
Business
All
phases of the oil and gas exploration, development and production activities
in
which we are participating are regulated in varying degrees by the Indian
government, either directly or through one or more governmental
entities. The areas of government regulation include matters relating
to restrictions on production, price controls, export controls, income taxes,
expropriation of property, environmental protection and rig
safety. In addition, the award of a PSC is subject to GOI consent and
matters relating to the implementation and conduct of operations under the
PSC
are subject, under certain circumstances, to GOI consent. As a
consequence, all future drilling and production programs and operations we
undertake or are undertaken by the ventures in which we participate in India
must be approved by the Indian government. Shifts in political
conditions in India could adversely affect our business in India and our
ability
to obtain requisite government approvals in a timely fashion or at
all. We, and our joint venture participants, must maintain
satisfactory working relationships with the Indian government. This
regulatory environment and possible delays inherent in that environment may
increase the risks associated with our exploration and production activities
and
increase our costs of doing business.
Our
Control By Directors And Executive Officers May Result In Those Persons Having
Interests Divergent From Our Other Stockholders
As
of
August 13, 2007, our Directors and executive officers and their respective
affiliates, in the aggregate, beneficially hold 32,523,667 shares or
approximately 45.0% of our outstanding Common Stock. As a result,
these stockholders possess significant influence over us, giving them the
ability, among other things, to elect a majority of our Board of Directors
and
approve significant corporate transactions. These persons will retain
significant control over our present and future activities and our other
stockholders and investors may be unable to meaningfully influence the course
of
our actions. These persons may have interests regarding the future
activities and transactions in which we engage which may diverge from the
interests of our other stockholders. Such share ownership and control
may also have the effect of delaying or preventing a change in control of
us,
impeding a merger, consolidation, takeover or other business combination
involving us, or discourage a potential acquiror from making a tender offer
or
otherwise attempting to obtain control of us which could have a material
adverse
effect on the market price of our Common Stock. Although management
has no intention of engaging in such activities, there is also a risk that
the
existing management will be viewed as pursuing an agenda which is beneficial
to
themselves at the expense of other stockholders.
Our
Reliance On A Limited Number Of Key Management Personnel Imposes Risks On
Us
That We Will Have Insufficient Management Personnel Available If The Services
Of
Any Of Them Are Unavailable
We
are
dependent upon the services of our President and Chief Executive Officer,
Jean
Paul Roy, and Executive Vice President and Chief Financial Officer, Allan
J.
Kent. The loss of either of their services could have a material
adverse effect upon us. We currently do not have employment
agreements with either of such persons or key man life insurance. The
services of Mr. Roy are provided pursuant to the terms of an agreement with
a
corporation wholly-owned by Mr. Roy. We have no direct contractual
agreement with Mr. Roy and, therefore, he is not directly obligated to provide
services to us or refrain from engaging in other activities. At
present, Mr. Kent’s services are provided through an oral agreement with
him. There is no written agreement between us and Mr. Kent which
obligates him to refrain from engaging in other activities.
At
present, our future is substantially dependent upon the geological and
geophysical capabilities of Mr. Roy to locate oil and gas exploration
opportunities for us and the ventures in which we are a
participant. His inability to do the foregoing could materially
adversely affect our future activities. We entered into a three-year
Technical Service Agreement with Roy Group (Barbados) Inc. dated August 29,
2003, a company owed 100% by Mr. Roy, to perform such geological and geophysical
duties and exercise such powers related thereto as we may from time to time
assign to it. The expiration term of this contract has subsequently
been extended to December 31, 2007.
Our
Success Is Largely Dependent On The Success Of The Operators Of The Ventures
In
Which We Participate And Their Failure Or Inability To Properly Or Successfully
Operate The Oil And Gas Exploration, Development And Production Activities
On An
Exploration Block, Could Materially Adversely Affect Us
At
present, our only oil and gas interests are our contractual rights under
the
terms of the ten PSCs with the GOI that we have entered into. We are
not and will not be the operator of any of the exploration, drilling and
production activities conducted on our exploration blocks, with the exception
of
the DS 03 Block and the DS 04 Block in which we hold a 100% interest and
are the
operators. Accordingly, the realization of successes in the
exploration of the blocks is substantially dependent upon the success of
the
operators in exploring for and developing reserves of oil and gas and their
ability to market those reserves at prices that will yield a return to
us.
Under
the
terms of our CIA for the KG Offshore Block, we have a carried interest in
the
exploration activities conducted by the parties on the KG Offshore Block
prior
to the start date of initial commercial production. However, under
the terms of that agreement, all of our proportionate share of capital costs
for
exploration and development activities must be repaid without interest over
the
projected production life or ten years, whichever is less. Our
proportionate share of these costs and expenses expected to be incurred over
the
6.5 year term of the PSC for which our interest is carried was originally
estimated to be approximately $22.0 million. Additional drilling
costs including the drilling to depths in excess of 5,000 meters, where higher
downhole temperatures and pressures are encountered, versus shallower depths
as
originally anticipated, as well as the testing and completion costs of these
wells, has resulted in additional costs exceeding originally estimated
expenditures. As a consequence of these additional drilling costs
incurred, the annual budget for the period April 1, 2007 to March 31, 2008
submitted to the Management Committee under the PSC for the KG Offshore Block
estimates that GSPC will expend approximately $50.4 million attributed to
us
(including the amount attributable to RGM) under the CIA over the period
April
1, 2007 to March 31, 2008. Further additional expenditures may be
required for cost overruns and completions of commercially successful
wells. We are unable to estimate the amount of additional
expenditures GSPC will make as operator attributable to us prior to the start
date of initial commercial production under the CIA or when, if ever, any
commercial production will commence. Of these expenditures, 50% are
for the account of Roy Group (Mauritius) Inc. under the terms of the
Participating Interest Agreement between us and Roy Group (Mauritius)
Inc. We are not entitled to any share of production from the KG
Offshore Block until such time as the expenditures attributed to us, including
those expenditures made for the account of Roy Group (Mauritius) Inc., under
the
CIA, have been recovered by GSPC from future production
revenue. Therefore, we are unable to estimate when we may commence to
receive distributions from any production of hydrocarbon reserves found on
the
KG Offshore Block. As provided in the CIA, in addition to repaying
our proportionate share of capital costs incurred for which we were carried,
we
will be required to bear our proportionate share of the expenditures
attributable to us after the start date of initial commercial production
on the
KG Offshore Block.
Certain
Terms Of The Production Sharing Contracts May Create Additional Expenses
And
Risks That Could Adversely Affect Our Revenues And
Profitability
The
PSCs
contain certain terms that may affect the revenues of the joint venture
participants to the agreements and create additional risks for
us. These terms include, possibly among others, the
following:
·
|
The
venture participants are required to complete certain minimum work
programs during the two or three phases of the terms of the
PSCs. In the event the venture participants fail to fulfill any
of these minimum work programs, the parties to the venture must
pay to the
GOI their proportionate share of the amount that would be required
to
complete the minimum work program. Accordingly, we could be
called upon to pay our proportionate share of the estimated costs
of any
incomplete work programs.
|
·
|
Until
such time as the GOI attains self sufficiency in the production
of crude
oil and condensate and is able to meet its national demand, the
parties to
the venture are required to sell in the Indian domestic market
their
entitlement under the PSCs to crude oil and condensate produced
from the
exploration blocks. In addition, the Indian domestic market has
the first call on natural gas produced from the exploration blocks
and the
discovery and production of natural gas must be made in the context
of the
government’s policy of utilization of natural gas and take into account
the objectives of the government to develop its resources in the
most
efficient manner and promote conservation
measures. Accordingly, this provision could interfere with our
ability to realize the maximum price for our share of production
of
hydrocarbons;
|
·
|
The
parties to each agreement that are not Indian companies, which
includes
us, are required to negotiate technical assistance agreements with
the GOI
or its nominee whereby such foreign company can render technical
assistance and make available commercially available technical
information
of a proprietary nature for use in India by the government or its
nominee,
subject, among other things, to confidentiality
restrictions. Although not intended, this could increase each
venture’s and our cost of operations;
and
|
·
|
The
parties to each venture are required to give preference, including
the use
of tender procedures, to the purchase and use of goods manufactured,
produced or supplied in India provided that such goods are available
on
equal or better terms than imported goods, and to employ Indian
subcontractors having the required skills insofar as their services
are
available on comparable standards and at competitive prices and
terms. Although not intended, this could increase the ventures
and our cost of operations.
|
These
provisions of the PSCs, possibly among others, may increase our costs of
participating in the ventures and thereby affect our
profitability. Failure to fully comply with the terms of the PSCs
creates additional risks for us.
The
Requirements Of Section 404 Of The Sarbanes-Oxley Act Of 2002 Require That
We
Undertake An Evaluation Of Our Internal Controls That May Identify Internal
Control Weaknesses
The
Sarbanes-Oxley Act of 2002 imposes new duties on us and our executives,
directors, attorneys and independent registered public accounting
firm. In order to comply with the Sarbanes-Oxley Act, we are
evaluating our internal controls systems to allow management to report on,
and
our independent auditors to attest to, our internal controls. We have
initiated the establishment of the procedures for performing the system and
process evaluation and testing required in an effort to comply with the
management certification and auditor attestation requirements of Section
404 of
the Sarbanes-Oxley Act. We anticipate being able to fully implement
the requirements relating to reporting on internal controls and all other
aspects of Section 404 in a timely fashion. If we are not able to
implement the reporting requirements of Section 404 in a timely manner or
with
adequate compliance, our management and/or our auditors may not be able to
render the required certification and/or attestation concerning the
effectiveness of the internal controls over financial reporting, we may be
subject to investigation and/or sanctions by regulatory authorities, such
as the
Securities and Exchange Commission or American Stock Exchange, and our
reputation may be harmed. Any such action could adversely affect our
financial results and the market price of our common stock.
Oil
And Gas Prices Fluctuate Widely And Low Oil And Gas Prices Could Adversely
Affect Our Financial Results
There
is
no assurance that there will be any market for oil or gas produced from the
exploration blocks in which we hold an interest and our ability to deliver
the
production from any wells may be constrained by the absence of or limitations
on
collector systems and pipelines. Future price fluctuations could have
a major impact on the future revenues from any oil and gas produced on these
exploration blocks and thereby our revenue, and materially affect the return
from and the financial viability of any reserves that are
claimed. Historically, oil and gas prices and markets have been
volatile, and they are likely to continue to be volatile in the
future. A significant decrease in oil and gas prices could have a
material adverse effect on our cash flow and profitability and would adversely
affect our financial condition and the results of our operations. In
addition, because world oil prices are quoted in and trade on the basis of
U.S.
dollars, fluctuations in currency exchange rates that affect world oil prices
could also affect our revenues. Prices for oil and gas fluctuate in
response to relatively minor changes in the supply of and demand for oil
and
gas, market uncertainty and a variety of additional factors that are beyond
our
control, including:
·
|
political
conditions and civil unrest in oil producing regions, including
the Middle
East and elsewhere;
|
·
|
the
domestic and foreign supply of oil and
gas;
|
·
|
quotas
imposed by the Organization of Petroleum Exporting Countries upon
its
members;
|
·
|
the
level of consumer demand;
|
·
|
domestic
and foreign government regulations;
|
·
|
the
price and availability of alternative
fuels;
|
·
|
overall
economic conditions; and
|
·
|
international
political conditions.
|
In
addition, various factors may adversely affect the ability to market oil
and gas
production from our exploration blocks, including:
·
|
the
capacity and availability of oil and gas gathering systems and
pipelines;
|
·
|
the
ability to produce oil and gas in commercial quantities and to
enhance and
maintain production from existing wells and wells proposed to be
drilled;
|
·
|
the
proximity of future hydrocarbon discoveries to oil and gas transmission
facilities and processing equipment (as well as the capacity of
such
facilities);
|
·
|
the
effect of governmental regulation of production and transportation
(including regulations relating to prices, taxes, royalties, land
tenure,
allowable production, importing and exporting of oil and condensate
and
matters associated with the protection of the
environment);
|
·
|
the
imposition of trade sanctions or embargoes by other
countries;
|
·
|
the
availability and frequency of delivery
vessels;
|
·
|
changes
in supply due to drilling by
others;
|
·
|
the
availability of drilling rigs and qualified personnel;
and
|
Our
Ability To Locate And Participate In Additional Exploration Opportunities
And To
Manage Growth May Be Limited By Reason Of Our Limited History Of Operations
And
The Limited Size Of Our Staff
While
our
President and Executive Vice President have had extensive experience in the
oil
and gas exploration business, we have been engaged in limited activities
in the
oil and gas business over approximately the past four years and have a limited
history of activities upon which you may base your evaluation of our
performance. As a result of our brief operating history and limited
activities in oil and gas exploration activities, our success to date in
entering into ventures to acquire interests in exploration blocks may not
be
indicative that we will be successful in entering into any further
ventures. There can be no assurance that we will be successful in
growing our oil and gas exploration and development activities.
Any
future significant growth in our oil and gas exploration and development
activities will place demands on our executive officers, and any increased
scope
of our operations will present challenges to us due to our current limited
management resources. Our future performance will depend upon our
management and its ability to locate and negotiate opportunities to participate
in joint venture and other arrangements whereby we can participate in
exploration opportunities. There can be no assurance that we will be
successful in these efforts. Our inability to locate additional
opportunities, to hire additional management and other personnel or to enhance
our management systems could have a material adverse effect on our results
of
operations.
Our
Future Performance Depends Upon Our Ability And The Ability Of The Ventures
In
Which We Participate To Find Or Acquire Oil And Gas Reserves That Are
Economically Recoverable
Our
success in developing our oil and gas exploration and development activities
will be dependent upon establishing, through our participation with others
in
joint ventures and other similar activities, reserves of oil and gas and
maintaining and possibly expanding the levels of those reserves. We
and the joint ventures in which we may participate may not be able to locate
and
thereafter replace reserves from exploration and development activities at
acceptable costs. Lower prices of oil and gas may further limit the kinds
of
reserves that can be developed at an acceptable cost. The business of
exploring for, developing or acquiring reserves is capital intensive. We
may not
be able to make the necessary capital investment to enter into joint ventures
or
similar arrangements to maintain or expand our oil and gas reserves if capital
is unavailable to us and the ventures in which we participate. In
addition, exploration and development activities involve numerous risks that
may
result in dry holes, the failure to produce oil and gas in commercial
quantities, the inability to fully produce discovered reserves and the inability
to enhance production from existing wells.
We
expect
that we will continually seek to identify and evaluate joint venture and
other
exploration opportunities for our participation as a joint venture participant
or through some other arrangement. Our ability to enter into
additional exploration activities will be dependent to a large extent on
our
ability to negotiate arrangements with others and with various governments
and
governmental entities whereby we can be granted a participation in such
ventures. There can be no assurance that we will be able to locate
and negotiate such arrangements, have sufficient capital to meet the costs
involved in entering into such arrangements or that, once entered into, that
such exploration activities will be successful. Successful acquisition of
exploration opportunities can be expected to require, among other things,
accurate assessments of potential recoverable reserves, future oil and gas
prices, projected operating costs, potential environmental and other liabilities
and other factors. Such assessments are necessarily inexact, and as
estimates, their accuracy is inherently uncertain. We cannot assure
you that we will successfully consummate any further exploration opportunities
or joint venture or other arrangements leading to such
opportunities.
Estimating
Reserves And Future Net Revenues Involves Uncertainties And Oil And Gas Price
Declines May Lead To Impairment Of Oil And Gas Assets
Currently,
we do not claim any proved reserves of oil or natural gas. Any
reserve information that we may provide in the future will represent estimates
based on reports prepared by independent petroleum engineers, as well as
internally generated reports. Petroleum engineering is not an exact
science. Information relating to proved oil and gas reserves is based
upon engineering estimates derived after analysis of information we furnish
or
furnished by the operator of the property. Estimates of economically
recoverable oil and gas reserves and of future net cash flows necessarily
depend
upon a number of variable factors and assumptions, such as historical production
from the area compared with production from other producing areas, the assumed
effects of regulations by governmental agencies and assumptions concerning
future oil and gas prices, future operating costs, severance and excise taxes,
capital expenditures and workover and remedial costs, all of which may in
fact
vary considerably from actual results. Oil and gas prices, which
fluctuate over time, may also affect proved reserve estimates. For
these reasons, estimates of the economically recoverable quantities of oil
and
gas attributable to any particular group of properties, classifications of
such
reserves based on risk of recovery and estimates of the future net cash flows
expected therefrom prepared by different engineers or by the same engineers
at
different times may vary substantially. Actual production, revenues
and expenditures with respect to reserves we may claim will likely vary from
estimates, and such variances may be material. Either inaccuracies in
estimates of proved undeveloped reserves or the inability to fund development
could result in substantially reduced reserves. In addition, the
timing of receipt of estimated future net revenues from proved undeveloped
reserves will be dependent upon the timing and implementation of drilling
and
development activities estimated by us for purposes of the reserve
report.
Quantities
of proved reserves are estimated based on economic conditions in existence
in
the period of assessment. Lower oil and gas prices may have the impact of
shortening the economic lives on certain fields because it becomes uneconomic
to
produce all recoverable reserves on such fields, thus reducing proved property
reserve estimates. If such revisions in the estimated quantities of proved
reserves occur, it will have the effect of increasing the rates of depreciation,
depletion and amortization on the affected properties, which would decrease
earnings or result in losses through higher depreciation, depletion and
amortization expense. The revisions may also be sufficient to trigger impairment
losses on certain properties that would result in a further non-cash charge
to
earnings.
Risks
Relating To The Market For Our Common Stock
Volatility
Of Our Stock Price
The
public market for our common stock has been characterized by significant
price
and volume fluctuations. There can be no assurance that the market
price of our common stock will not decline below its current or historic
price
ranges. The market price may bear no relationship to the prospects, stage
of
development, existence of oil and gas reserves, revenues, earnings, assets
or
potential of our company and may not be indicative of our future business
performance. The trading price of our common stock could be subject to wide
fluctuations. Fluctuations in the price of oil and gas and related
international political events can be expected to affect the price of our
common
stock. In addition, the stock market in general has experienced
extreme price and volume fluctuations that have affected the market price
for
many companies which fluctuations have been unrelated to the operating
performance of these companies. These market fluctuations, as well as general
economic, political and market conditions, may have a material adverse effect
on
the market price of our company's common stock. In the past, following periods
of volatility in the market price of a company's securities, securities class
action litigation has often been instituted against such companies. Such
litigation, if instituted, and irrespective of the outcome of such litigation,
could result in substantial costs and a diversion of management's attention
and
resources and have a material adverse effect on our company's business, results
of operations and financial condition.
RECENT
DEVELOPMENTS
On
July
4, 2007, the Directorate General of Hydrocarbons (“DGH”), a body under the
Ministry of Petroleum & Natural Gas, advised GSPC that, because of the
worldwide supply and availability shortage of offshore drilling rigs, on
June
20, 2007 the Government of India had issued new policy guidelines for the
merger
of exploration phases of PSCs granted under NELP III and NELP IV and for
the
substitution of additional meterage drilled in deeper wells against the total
meterage commitment as part of the minimum work program in the
PSCs.
On
July
12, 2007, GSPC, on behalf of the contracting parties for the KG Offshore
Block,
notified the DGH that it was exercising the option granted under the new
policies to request a merger of Phases I and II of the KG Offshore Block
work
program with the effect of establishing a new work program phase expiring
March
11, 2008. In addition, GSPC exercised the option to substitute a
total meterage drilled commitment in the new work program phase that would
be
irrespective of the number of wells drilled.
As
of
August 13, 2007, GSPC is awaiting the outcome of a meeting with the DGH where
the requests of GSPC on behalf of the contracting parties are to be
discussed. Unless our exercise of these options is accepted by the
DGH, we may be liable for the consequences of non-fulfillment of the minimum
work commitment in a given time frame under the PSC. This failure to
timely complete the minimum work commitment, though we have been advised
by GSPC
there is no precedent for such action, may be deemed by the GOI to
be a failure to comply with the provisions of the contract in a material
particular.
We
believe that, subject to the DGH accepting GSPC’s exercise of the option to
merge Phase I and Phase II of the work commitments under the KG Offshore
Block
PSC and the option to substitute total meterage drilled irrespective of the
number of wells drilled, the contracting parties will be successful in
fulfilling the work commitment under the new work program phase before March
11,
2008. However, at March 11, 2008, the contracting parties will be
required to relinquish 50% of the KG Offshore Block contract area at the
expiration of the new work program phase.
With
respect to the Mehansa Block, the first exploration phase expired without
the
required minimum of seven wells having been drilled. In October, 2006 the
Management Committee under the PSC approved a proposal to seek from the GOI
an
extension of the first exploration phase for a six month period from November
21, 2006 to May 20, 2007. Further, on April 6, 2007 the members of
the Operating Committee under the Mehsana Block operating agreement resolved
to
submit an application to the GOI for extension for an additional six months
to
November 20, 2007 to complete the minimum work program under Phase
I. In seeking that extension, the joint venture partners agreed to
provide a 100% bank guarantee and a 10% cash payment to be agreed upon based
on
pre-estimated liquidated damages for the unfinished minimum work program
as
reasonably determined by DGH. Such amount has not yet been
determined. As well, the contractor would be required to relinquish
25% of the block pursuant to the provisions of the PSC. The period of
extension will be set off against the term of the Second Phase which would
reduce Phase II to one year expiring November 20, 2008. Final consent
to this extension is awaiting GOI approval.
With
respect to the Sanand/Miroli Block, the first exploration phase expired without
the required minimum of twelve wells having been drilled. On December 29,
2006
the Management Committee approved a proposal to seek from the GOI an extension
of the first exploration phase for a six month period from January 28, 2007
to
July 28, 2007. The period of extension will be set off against the
term of the Second Phase which would reduce Phase II to 1.5 years expiring
January 28, 2009. Further on July 23, 2007, GSPC as operator, on
behalf of the consortium partners has requested from the GOI a one year
extension under Annexure-1 SI. No. 3 of the extension policy where the minimum
work program has not been completed but a hydrocarbon discovery is made within
the exploration phase and the contracting parties do not want to relinquish
the
area at the end of the phase. Under this policy, an additional
extension of 12 months may be given subject to the consortium partners providing
a 50% bank guarantee of the unfinished minimum work program (MWP) and the
additional work program. An additional work program which includes
amplitude versus offset processing and inversion work on the 3D seismic will
result in a comprehensive geological model. Final consent to this
extension is awaiting GOI approval
CAUTIONARY
STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
With
the
exception of historical matters, the matters discussed in this Prospectus
are
“forward-looking statements” as defined under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, that involve
risks
and uncertainties. Forward-looking statements made herein include,
but are not limited to:
·
|
the
statements in this Prospectus regarding our plans and objectives
relating
to our future operations,
|
·
|
plans
and objectives regarding the exploration, development and production
activities conducted on the exploration blocks in India in which
we have
interests,
|
·
|
plans
regarding drilling activities intended to be conducted through
the
ventures in which we are a participant, the success of those drilling
activities and our ability and the ability of the ventures to complete
any
wells on the exploration blocks, to develop reserves of hydrocarbons
in
commercially marketable quantities, to establish facilities for
the
collection, distribution and marketing of hydrocarbons, to produce
oil and
natural gas in commercial quantities and to realize revenues from
the
sales of those hydrocarbons,
|
·
|
our
ability to maintain compliance with the terms and conditions of
our PSCs,
including the related work commitments, to obtain consents, waivers
and
extensions from the DGH or GOI as and when required, and our ability
to
fund those work commitments,
|
·
|
our
plans and objectives to join with others or to directly seek to
enter into
or acquire interests in additional PSCs with the GOI and
others,
|
·
|
our
assumptions, plans and expectations regarding our future capital
requirements,
|
·
|
our
plans and intentions regarding our plans to raise additional
capital,
|
·
|
the
costs and expenses to be incurred in conducting exploration, well
drilling, development and production activities and the adequacy
of our
capital to meet our requirements for our present and anticipated
levels of
activities are all forward-looking
statements.
|
These
statements appear, among other places, under the caption "Risk
Factors". If our plans fail to materialize, your investment will be
in jeopardy.
·
|
We
cannot assure you that our assumptions or our business plans and
objectives discussed herein will prove to be accurate or be able
to be
attained.
|
·
|
We
cannot assure you that any commercially recoverable quantities
of
hydrocarbon reserves will be discovered on the exploration blocks
in which
we have an interest.
|
·
|
Our
ability to realize revenues cannot be assured. Our ability to
successfully drill, test and complete producing wells cannot be
assured.
|
·
|
We
cannot assure you that we will have available to us the capital
required
to meet our plans and objectives at the times and in the amounts
required
or we will have available to us the amounts we are required to
fund under
the terms of the PSCs we are a party
to.
|
·
|
We
cannot assure you that we will be successful in joining any further
ventures seeking to be granted PSCs by the GOI or that we will
be
successful in acquiring interests in existing
ventures.
|
·
|
We
cannot assure you that we will obtain all required consents, waivers
and
extensions from the DGH or GOI as and when required to maintain
compliance
with our PSCs and that we may not be adversely affected by any
delays we
may experience in receiving those consents, waivers and extensions
or that
we may not incur liabilities under the PSCs for our failure to
maintain
compliance with and timely complete the related work programs or
that GSPC
may not be successful in its efforts to obtain payment from us
on account
of exploration costs it has expended on the KG Offshore Block for
which it
asserts we are liable.
|
·
|
We
cannot assure you that the outcome of testing of one or more wells
on the
exploration blocks under our PSCs will be satisfactory and result
in a
commercially-productive wells or that any further wells drilled
will have
commercially-successful results.
|
Our
inability to meet our goals and objectives or the consequences to us from
adverse developments in general economic or capital market conditions, events
having international consequences, or military or terrorist activities could
have a material adverse effect on us. We caution you that various
risk factors accompany those forward-looking statements and are described,
among
other places, under the caption "Risk Factors" herein. They are also
described in our Annual Reports on Form 10-KSB, our Quarterly Reports on
Form
10-QSB and 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 Report and could adversely affect
our
financial condition and our ability to pursue our business strategy and
plans.
USE
OF PROCEEDS
This
prospectus relates solely to the common stock being offered and sold for
the
account of the Selling Securityholders. We will not receive any of
the proceeds from the sale of the common stock being offered by the Selling
Securityholders but will pay all of the expenses related to the registration
of
the securities. We estimate that these expenses will be approximately
$________.
Of
the
shares included in this prospectus, 3,180,080 are issuable on exercise of
outstanding common stock purchase warrants and compensation options issued
in
June 2007. In the event all such common stock purchase warrants and
compensation options are exercised by the Selling Securityholders, we will
receive aggregate proceeds of $23,000,400. There can be no assurance
those warrants or options will be exercised or the proceeds
received. If those securities are exercised, the proceeds will
be added to our general corporate funds and used for working capital
purposes.
SELLING
SECURITYHOLDERS
The
following table sets forth the aggregate numbers of securities beneficially
owned by each Selling Securityholder as of June 30, 2007 and the aggregate
number of securities registered hereby that each Selling Securityholder may
offer and sell pursuant to this prospectus. Because the Selling
Securityholders may sell all or a portion of the securities at any time and
from
time to time after the date hereof, no estimate can be made of the number
of
shares of common stock that each Selling Securityholder may retain upon the
completion of the offering. The shares of common stock have been
included in this prospectus pursuant to contractual rights granted to the
Selling Securityholders to have their shares of common stock registered under
the Securities Act. The registration of these shares for resale does
not necessarily mean that the Selling Securityholder will sell any of the
shares. Except as otherwise noted below, none of the Selling
Securityholders has held any position or office, or has had any other material
relationship with us or any of our affiliates within the past three
years.
Information
about other or additional Selling Securityholders will be set forth in
prospectus supplements or post-effective amendments, as and if
required. Information about the Selling Securityholders may change
from time to time. Any changed information with respect to which we
are given notice will be set forth in prospectus supplements.
Name
of Selling Securityholder
|
Shares
Beneficially
Owned
Prior
to this Offering (3)
|
Shares
Beneficially Owned Offered for Selling
Securityholder
Account (1)(2)
|
Shares
Beneficially Owned After Offering
|
Percentage of
Shares Beneficially Owned After Offering
|
Penang
Property Holdings Ltd. (4)
|
150,000
|
150,000
|
-0-
|
*
|
Richard
Elder
|
45,000
|
45,000
|
-0-
|
*
|
Pinetree
Resource Partnership (5)
|
337,500
|
225,000
|
112,500
|
*
|
Sheldon
Inwentash
|
228,100
|
225,000
|
3,100
|
*
|
Norman
Shelson
|
37,000
|
7,500
|
29,500
|
*
|
Compagnia
Financiere Des Isles S.A (4)
|
150,000
|
150,000
|
-0-
|
*
|
Centrum
Bank AG (6)
|
150,000
|
150,000
|
-0-
|
*
|
Dynamic
Power Hedge Fund (7)
|
3,868,385
|
1,884,639
|
2,023,756
|
___
|
Dynamic
Power Emerging Markets Fund (7)
|
911,229
|
555,452
|
355,777
|
*
|
2035718
Ontario Inc. (8)
|
117,500
|
90,000
|
27,500
|
*
|
John
A. Pollock
|
74,000
|
45,000
|
29,000
|
*
|
Orion
Capital Incorporated (9)
|
440,600
|
75,000
|
365,600
|
*
|
Sherrie
Ann Pollock
|
4,000
|
3,000
|
1,000
|
*
|
John
Bruce Kehl
|
23,000
|
6,000
|
17,000
|
*
|
John
Campbell
|
105,000
|
105,000
|
-0-
|
*
|
Gregory
R. Harris
|
199,500
|
37,500
|
162,000
|
*
|
Bowie
Holdco Ltd. (10)
|
27,000
|
27,000
|
-0-
|
*
|
Sharon
Regan
|
7,500
|
7,500
|
-0-
|
*
|
Matthew
Regan
|
7,500
|
7,500
|
-0-
|
*
|
Gustav
Itzek
|
260,000
|
75,000
|
185,000
|
*
|
* Less
than 1%
(1)
|
The
securities were purchased from us in a transaction that was completed
on
June 21, 2007. The securities were sold in units, each unit
consisting of one share and one-half of a purchase warrant to purchase
one
share. The number of shares includes the shares issuable on
exercise of the warrants.
|
(2)
|
May
include securities sold subsequent to March 31, 2004 through September
15,
2005 included in our prospectus dated June 14, 2004. Selling
Securityholders included in our prospectus dated June 14, 2004
who have
sold all of their registered securities have been omitted from
the
table.
|
(3)
|
The
number of shares includes the shares issuable on exercise of the
warrants.
|
(4) Valerie
E. Huxley is the natural person who exercises voting and investment control
over
the shares.
(5) Sheldon
Inwentash is the natural person who exercises voting and investment control
over
the shares.
(6) Centrum
Bank AG advises that the following persons exercise voting and/or investment
power over the shares:
Dr.
Peter
Marxer, Dr. Herbert Oberhuber, Dr. Peter Marxer, Jr., Urs Bolzern, Matthias
Trösch, Dr. Eelco Fiole, Bruno Huwyler, Peter Mag. Metzler, Aribert Schurte,
Rino Cantele, Leo Heeb, Hans-Peter Huber, Christian Kranz, Jürg Mühlethaler,
Hermann Neusüss, Wilfried Ospelt, Manfred Bauer, Viktor Beck, Walter Farner,
Krassimir Gueorguiev, Mario Konzett, Russell Pfeiffer, Markus Schlegel, Michael
Barbist, Valerio Gutgsell, Heini Hefti, Martin Kratochwil, Markus Laber,
Bernd
Lauermann, Pasquale Marciello, Daniela Nicolussi, Brigitte Schlegel, Michael
Schwenzig, Daniela Walser, Christof Berkmann, Tino Blöchliger, Daniel Böhi,
Alessandro Dalla Favera, Manuela Gstöhl, Philipp Bubler, Rafael Guntli, Guntram
Hernler, Oliver Huber, Daniel Kieber, Bettina Kind-Lehmann, Gerhard Röösli,
Patricia Schönbächler, Sandra Schumacher, Daniel Steiner, Alexandra Sieber,
Ursula Vögeli,
(7) Rohit
Sehgal is the natural person who exercises voting and investment control
over
the shares.
(8) Richard
King is the natural person who exercises voting and investment control over
the
shares.
(9) William
Ballard and Morris Prychidny jointly exercise voting and investment control
over
the shares.
(10)
Clare Bowie is the natural person who exercises voting and investment control
over the shares.
In
June
2007, Prime Capital Inc. and Jones Gable & Company Limited acted as agents
for us in connection with a sale of our securities in a transaction not
requiring registration under the Securities Act. In addition to a fee
of $1,704,000.00, the agents received an option to purchase up to an aggregate
of 340,800 shares of our common stock at an exercise price of $5.00 per share
through June 20, 2009. In September 2005, Jones Gable & Company
Limited also acted as agent for us in connection with a sale of our securities
in a transaction not requiring registration under the Securities Act and
received a fee of $1,268,436 and an option to purchase up to 195,144 units
of
our securities. The option is exercisable at a price of $6.50 per
unit and on exercise, Jones Gable & Company Limited will receive one share
of Common Stock and one-half of one common stock purchase
warrant. Each whole common stock purchase warrant is exercisable
through September 13, 2007 at an exercise price of $9.00 per share.
PLAN
OF DISTRIBUTION
Following
the time that the registration statement of which this prospectus is a part
is
declared effective under the Securities Act of 1933, the Selling Securityholders
may sell or distribute some or all of the common stock from time to
time through underwriters or dealers or brokers or other agents or directly
to
one or more purchasers, including pledgees, in transactions (which may involve
block transactions) or in privately negotiated transactions (including sales
pursuant to pledges), or in a combination of such transactions. Such
transactions may be effected by the Selling Securityholders on the American
Stock Exchange at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices, or at fixed
prices, which may be changed. Brokers, dealers, agents or
underwriters participating in such transactions as agent may receive
compensation in the form of discounts, concessions or commissions from the
Selling Securityholders (and, if they act as agent for the purchaser of such
shares, from such purchaser). Such discounts, concessions or commissions
as to a
particular broker, dealer, agent or underwriter might be in excess of those
customary in the type of transaction involved.
Persons
who are pledges, donees, transferees, or other successors in interest of
any of
the named Selling Securityholders (including, but not limited to, persons
who
receive shares from a named Selling Securityholder as a gift, partnership
distribution, or other non-sale-related transfer after the date of this
prospectus) may also use this prospectus and are included when we refer to
Selling Securityholder in this prospectus. If necessary, we would
file a supplement to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act of 1933 amending the list of Selling
Securityholders to include the pledgee, donee, transferee or other successors
in
interest as Selling Securityholders under this prospectus. Selling
Securityholders may sell the shares by one or more of the following methods,
without limitation:
·
|
block
trades (which may include cross trades) in which the broker or
dealer so
engaged will attempt to sell the shares as agent but may position
and
resell a portion of the block as principal to facilitate the
transaction;
|
·
|
purchases
by a broker or dealer as principal and resale by the broker or
dealer for
its own account;
|
·
|
an
exchange distribution or secondary distribution in accordance with
the
rules of any stock exchange or market on which the shares are
listed;
|
·
|
ordinary
brokerage transactions and transactions in which the broker solicits
purchases;
|
·
|
an
offering at other than a fixed price on or through the facilities
of any
stock exchange or market on which the shares are listed or to or
through a
market maker other than on that stock exchange or
market;
|
·
|
privately
negotiated transactions, directly or through
agents;
|
·
|
short
sales of shares and sales to cover short
sales;
|
·
|
through
the writing of options on the shares, whether the options are listed
on an
options exchange or otherwise;
|
·
|
through
the distribution of the shares by any selling shareholder to its
partners,
members of shareholders;
|
·
|
one
or more underwritten offerings;
|
·
|
agreements
between a broker or dealer and one or more of the selling shareholders
to
sell a specified number of the securities at a stipulated price
per share;
and
|
·
|
any
combination of any of these methods of sale or distribution, or
any other
method permitted by applicable law.
|
The
Selling Securityholders and any such underwriters, brokers, dealers or agents
that participate in such distribution may be deemed to be “underwriters” within
the meaning of the Securities Act, and any discounts, commissions or concessions
received by any such underwriters, brokers, dealers or agents might be deemed
to
be underwriting discounts and commissions under the Securities
Act. Neither we nor the Selling Securityholders can presently
estimate the amount of such compensation. We do not know of any
existing arrangements between the Selling Securityholders and any underwriter,
broker, dealer or other agent relating to the sale or distribution of the
Selling Securityholders’ Securities. If necessary, we will file a
supplement to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act to disclose any such arrangements made known to us
by the
Selling Securityholders.
Under
applicable rules and regulations currently in effect under the Securities
Exchange Act of 1934, as amended, any person engaged in a distribution of
any of
the shares of common stock may not simultaneously engage in market activities
with respect to the common stock for a period of five business days prior
to the
commencement of such distribution. In addition, and without limiting
the foregoing, the Selling Securityholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including without limitation Regulation M thereunder, which provisions may
limit
the timing of purchases and sales of any of the shares of common stock by
the
Selling Securityholders. All of the foregoing may affect the
marketability of the common stock.
We
will
pay substantially all the expenses incident to this offering of the common
stock
to the public other than commissions and discounts of underwriters, brokers,
dealers or agents. The Selling Securityholders may indemnify any
broker, dealer, agent or underwriter that participates in transactions involving
sales of the securities against certain liabilities, including liabilities
arising under the Securities Act. We estimate these expenses will
total $__________.
The
Selling Securityholders may also sell shares under Rule 144 under the Securities
Act if available, rather than under this prospectus. Rule 144 is
available for the sale of restricted securities after a period of twelve
months
has expired from the date the securities are purchased and fully paid
for. Under the tacking provisions of Rule 144, the twelve-month
period will begin to run on the date the shares of common stock were purchased
and fully paid for. The holding period for the shares issued on
exercise of the common stock purchase warrants and the compensation options
begins on the date the consideration for the purchase is paid in
full. Rule 144 also imposes limitations on the amount of securities
that can be sold and the manner of sale of the shares during the twelfth
to
twenty-fourth month period after the purchase of and payment in full for
the
securities. The limitation on the amount of securities that can be
sold limits a Selling Securityholder to selling, including sales of shares
made
during the preceding three months, an amount of shares not exceeding 1% of
the
shares outstanding. This calculation is made without reflecting as
outstanding shares issuable on conversion or exercise of outstanding debt
securities, options or warrants. The manner of sale provisions
require that the shares be sold in brokers’ transactions and that the person
making the sale not solicit or arrange for the solicitation of orders to
purchase the securities in anticipation of or in connection with the sale
or
make any payment in connection with the offer or sale to any person other
than
the broker who executes the sale.
In
order
to be a broker’s transaction, the broker executing the sale can do nothing more
than execute the order to sell as agent for the person selling the shares
and
receive no more than the customary commission. In addition, the
broker cannot solicit or arrange for the solicitation of orders to buy the
shares or be aware of circumstances indicating that the sale is a part of
an
unlawful distribution of the shares in violation of the registration
requirements of the Securities Act. A notice of sale on Form 144 is
to be filed with the U.S. Securities and Exchange Commission at the time
of
making a Rule 144 sale.
After
a
period of twenty-four months has expired from the date the securities are
purchased and fully paid for and provided the shares are intended to be sold
by
a person who is not an “affiliate” of ours, the shares can be resold without
complying with the limitations on the amount of securities sold, the manner
of
sale provisions and the notice filing requirements of Rule 144 described
above. This would be characterized as a Rule 144(k)
transaction. Persons who are deemed to be “affiliates” of ours will
continue to be required to comply with the provisions of Rule 144 described
above in making re-sales of shares after the twenty-four month holding
period.
LEGAL
MATTERS
The
validity of the issuance of the common stock offered hereby has been passed
upon
for us by William S. Clarke, P.A., Pennington, New Jersey.
EXPERTS
The
consolidated financial statements of GeoGlobal Resources Inc. incorporated
by
reference in GeoGlobal's Annual Report (Form 10-KSB) for the year ended December
31, 2006 have been audited by Ernst & Young LLP, independent registered
public accounting firm, as set forth in their report thereon, included therein,
and incorporated herein by reference. Such consolidated financial statements
are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.
.
WHERE
YOU CAN FIND MORE INFORMATION
We
are a
public company and file annual, quarterly and current reports, proxy statements
and other information with the Securities and Exchange Commission (SEC).
Our SEC
filings are available to the public over the Internet at the SEC's web site
at
http://www.sec.gov. You may also read and copy any document we file at
the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549.
You may obtain information on the operation of the SEC's public reference
room
in Washington, D.C. by calling the SEC at 1-800-SEC-0330. We also file
information with the American Stock Exchange.
The
SEC
allows us to "incorporate by reference" into this prospectus the information
we
file with the SEC in other documents, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus,
and
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings we make with the SEC under Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act, until the offering of securities by this
prospectus is completed:
·
|
our
Annual Report on Form 10-KSB for the fiscal year ended December
31, 2006
filed with the SEC on April 17,
2007;
|
·
|
our
amended Annual Report on Form 10-KSB/A for the fiscal year ended
December
31, 2006 filed with the SEC on May 11,
2007;
|
·
|
our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2007
filed
with the SEC on May 15, 2007;
|
·
|
our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007
filed
with the SEC on August 14, 2007;
|
·
|
our
definitive Schedule 14A proxy statement for the 2007 Annual Meeting
of
Stockholders filed with the SEC on May 16,
2007;
|
·
|
our
Current Reports on Form 8-K filed with the SEC on: March 8,
2007, April 4, 2007, June 22, 2007 and June 27,
2007; and
|
All
documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14
or
15(d) of the Exchange Act after the date of this prospectus and prior to
the
termination of the offering are incorporated by reference into this prospectus,
unless otherwise stated in such document.
We
have
filed with the SEC a registration statement on Form S-3 under the Securities
Act
covering the securities described in this prospectus. This prospectus does
not
contain all of the information included in the registration statement, some
of
which is contained in exhibits included with or incorporated by reference
into
the registration statement. The registration statement, including the exhibits
contained or incorporated by reference therein, can be read at the SEC's
website
or at the SEC offices referred to above. Any statement made in this prospectus
concerning the contents of any contract, agreement or other document is only
a
summary of the actual contract, agreement or other document. If we have filed
or
incorporated by reference any contract, agreement or other document as an
exhibit to the registration statement, you should read the exhibit for a
more
complete understanding of the document or matter involved. Each statement
regarding a contract, agreement or other document is qualified in its entirety
by reference to the actual document.
You
may
request a copy of these filings at no cost, by writing or telephoning us
at the
following address or telephone number:
GeoGlobal
Resources Inc.
605
– 1 Street S.W.,
Suite
310,
Calgary,
Alberta T2P 3S9
Attention:
Investor Relations
+1
403-777-9250
Information
contained on our website is not part of this prospectus. You should rely
only on
the information contained or incorporated by reference in this prospectus.
We
have not authorized anyone to provide you with information different from
that
contained in this prospectus. The information contained in this prospectus
is
accurate only as of the date of this prospectus and, with respect to material
incorporated herein by reference, the dates of such referenced
material.
Part
II
Information
Not Required in the Prospectus
Item
14. Other Expenses of Issuance and Distribution
The
following table sets forth all expenses payable by the registrant in connection
with the sale of the common stock being registered. The Selling
Securityholders will not bear any portion of such expenses. All the
amounts shown are estimates except for the registration fee.
SEC
Registration Fee $1,514
Legal
fees and expenses __________
Accounting
fees and expenses __________
Printing
and related expenses __________
Miscellaneous __________
Total $__________
Item
15. Indemnification of Officers and Directors
Section
145 of the Delaware General Corporation Law provides generally that a
corporation shall have the power, and in some cases is required, to indemnify
an
agent, including an officer or director, who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than
an action by or in the right of the corporation) by reason of the fact that
he
or she is or was a director, officer, employee or agent of the corporation,
against certain expenses, judgments, fines, settlements, and other amounts
under
certain circumstances.
The
registrant’s Certificate of Incorporation limits, to the maximum extent
permitted by Delaware law, the personal liability of the registrant’s directors
and officers for monetary damages. The registrant’s Bylaws require
the registrant to indemnify its directors and executive officers to the fullest
extent not prohibited by Delaware law or any other applicable law, and permit
the registrant to indemnify its other officers. A summary of the
circumstances in which such indemnification is provided for is contained
herein,
but that description is qualified in its entirety by reference to Article
5.1 of
the registrant’s Bylaws, incorporated by reference in this registration
statement.
Under
the
registrant’s Bylaws, the registrant must generally advance all expenses incurred
by its directors and executive officers who are party or threatened to be
made
party to any action by reason of the fact that each such director or executive
officer is or was a director or executive officer of the
registrant. Each advancement shall only be made if such director or
executive officer undertakes to repay any such advancement if it is ultimately
determined that such person is not entitled to be indemnified under
the Registrant’s Bylaws or otherwise. The registrant’s
Bylaws further provide that the registrant may purchase indemnification
insurance on a person required or permitted to be indemnified under the
Bylaws.
These
indemnification provisions may be sufficiently broad to permit indemnification
of registrant’s officers and directors for liabilities (including reimbursement
of expenses incurred) arising under the Securities Act.
From
time
to time, the registrant may enter into individual contracts with any or all
of
its directors or officers regarding indemnification and advances, to the
fullest
extent permitted under Delaware law. The registrant believes that
these agreements and arrangements are necessary to attract and retain qualified
persons as directors and officers.
Item
16. Exhibits and Financial Statement Schedules
Exhibit
Number Description
of Document
23 Consent
of experts and counsel:
23.2 Consent
of William S. Clarke, P.A. (included in Exhibit 5.1) (1)
(1) Filed
herewith.
Item
17. Undertakings
(a)
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The
undersigned registrant hereby
undertakes:
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(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
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(ii)
To reflect in the prospectus any facts or events arising after
the
effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate,
represent a fundamental change in the information set forth in
the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar
value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration
statement;
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(iii)
To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any
material change to such information in the registration
statement.
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Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished
to
the Commission by the registrant pursuant to Section 13 or Section 15(d)
of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of
1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
the
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b)
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The
undersigned registrant hereby undertakes that, for purposes of
determining
any liability under the Securities Act of 1933, each filing of
the
registrant’s annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each
filing of
an employee benefit plan’s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference
in the
registration statement shall be deemed to be a new registration
statement
relating to the securities offered therein, and the offering of
such
securities at that time shall be deemed to be the initial bona
fide
offering thereof.
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(c)
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions,
or
otherwise, the registrant has been advised that in the opinion
of the
Securities and Exchange Commission, such indemnification is against
public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of
expenses incurred or paid by a director, officer or controlling
person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in
connection with the securities being registered, the registrant
will,
unless in the opinion of its counsel the matter has been settled
by
controlling precedent, submit to a court of appropriate jurisdiction
the
question whether such indemnification by it is against public policy
as
expressed in the Act and will be governed by the final adjudication
of
such issue.
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Signatures
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-3 and has duly caused this registration statement to be
signed
on its behalf by the undersigned, thereunto duly authorized, in the City
of
Calgary, Province of Alberta, Canada, on August 17, 2007.
GeoGlobal Resources Inc.
By: Jean
Paul Roy
Jean
Paul
Roy, President and
Chief
Executive Officer
/s/
Allan
J. Kent
(pursuant
to power of attorney)
In
accordance with the Securities Act of 1933, this Registration Statement has
been
signed by the following persons in the capacities and on the dates
indicated.
Jean
Paul Roy
/s/
Allan J. Kent
(pursuant
to power of attorney)
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Director
and President, and
Chief
Executive Officer
(Principal
Executive Officer)
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August
17, 2007
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/s/
Allan J. Kent
(pursuant
to power of attorney
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Director
and Executive Vice President
and
Chief Financial Officer
(Principal
Financial and Accounting Officer)
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August
17, 2007
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Brent
J. Peters
/s/
Allan J. Kent
(pursuant
to power of attorney)
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Director
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August
17, 2007
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Peter
R. Smith
/s/
Allan J. Kent
(pursuant
to power of attorney)
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Director
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August
17, 2007
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Michael
J.
Hudson
/s/
Allan J. Kent
(pursuant
to power of attorney)
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Director
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August
17, 2007
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Avinash
Chandra
/s/
Allan J. Kent
(pursuant
to power of attorney)
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Director
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August
17, 2007
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KNOW
ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Jean Paul Roy and Allan J. Kent, and each or any
one of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution and re-substitution, for him and in his name, place and stead,
in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and
agents, and each of them, full power and authority to do and perform each
and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of
them, or their or his substitutes or substitute, may lawfully do or cause
to be
done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
Signature
Title Date
/s/
Jean Paul Roy
Jean
Paul Roy
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Director
and President, and
Chief
Executive Officer
(Principal
Executive Officer)
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August
17, 2007
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/s/
Allan J. Kent
Allan
J. Kent
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Director
and Executive Vice President
and
Chief Financial Officer
(Principal
Financial and Accounting Officer)
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August
17, 2007
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/s/
Brent J. Peters
Brent
J. Peters
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Director
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August
17, 2007
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/s/
Peter R. Smith
Peter
R. Smith
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Director
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August
17, 2007
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/s/
Michael J. Hudson
Michael
J. Hudson
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Director
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August
17, 2007
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/s/
Avinash Chandra
Avinash
Chandra
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Director
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August
17, 2007
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