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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 21, 1997
TRANSGLOBE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
British Columbia
(State or other jurisdiction of incorporation)
0-11378
(Commission File Number)
Not Applicable
(IRS Employer Identification No.)
Suite 808
1111 West Hastings Street
Vancouver, British Columbia V6E 2J3
(604) 683-2568
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT. N/A
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP. N/A
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. N/A
ITEM 5. OTHER EVENTS.
On March 21, 1997, TransGlobe Energy Corporation (the "Company") and Richard
Coglon agreed to settle all outstanding disputes between them, and agreed that
the court action commenced by Mr. Coglon against the Company, described in the
Company's Form 10-KSB/A-2 Annual Report, be dismissed immediately without costs
to either party. On the same day, Mr. Coglon resigned as a director of the
Company.
Drilling started Thursday, March 27, 1997 on the Prevost No. 1 well, located on
the East Meridian Block "B" in Richland County, Montana. The Prevost No. 1 well
is intended to test the Red River formation at a depth of 11,900 feet. The
Company has a 25% working interest in the well. TransGlobe plans to drill four
additional exploration wells on the East Meridian Block "B" and carry out a 3-D
seismic survey on the East Meridian Block "A" in 1997.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. N/A
On March 21, 1997 Mr. Richard Coglon resigned as a director of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. N/A
ITEM 8. CHANGE IN FISCAL YEAR. N/A
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On March 26, 1997 the Company completed a private placement of US$5.72 Million,
consisting of 4,400,000 special warrants at US$1.30 each. Each special warrant
will entitle the purchaser, without payment of further consideration, to one
common share of the Company on the earlier of (a) ten days following the date a
prospectus qualifying the issuance of the shares has been receipted in certain
provinces of Canada, or (b) the first anniversary of the closing date. If the
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final receipts for the prospectus are not issued on or before June 26, 1997,
each special warrant holder will receive 1.1 common shares for each warrant. The
net proceeds from the private placement will be held in escrow pending the
issuance of receipts for the final prospectus, but will be released for
expenditures for the Company's farm-in on Block 32 in Yemen.
The special warrants and the common shares into which they will convert and have
not been registered under the Securities Act of 1933 and may not be offered or
sold in the United States absent registration or an applicable exemption from
registration requirements. The offering was conducted pursuant to Rules 506 and
903(c)(3) of the Securities and Exchange Commission by Peters & Company Limited,
Jennings Capital Inc. and MacDougall, MacDougall & MacTier Inc., as to offers
and sales under Rule 903(c)(3), and by Peters & Co. Equity Inc. as to offers and
sales under Rule 506. These placement agents were paid a commission of six and
one-half percent (6 1/2%) of the total offering proceeds.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRANSGLOBE ENERGY CORPORATION
By /s/ ROSS CLARKSON
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Ross Clarkson, President
Date April 3, 1997
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