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RAG Rage Energy Ltd. (Tier2)

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Share Name Share Symbol Market Type
Rage Energy Ltd. (Tier2) TSXV:RAG TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
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Transeuro Energy Corp.: Proposed Resolution of Ukraine Joint Venture Dispute

01/09/2009 3:27pm

Marketwired Canada


Transeuro Energy Corp. ("Transeuro" or the "Company") (TSX
VENTURE:TSU)(OSLO:TSU) announces that the Company has signed a Term Sheet with
Rohol-Aufsuchungs Aktiengesellschaft ("RAG") based on which the parties plan to
finalize binding agreements to settle the dispute pertaining to the purported
withdrawal by RAG from the joint venture company 'Scythian Energy BV'. The Term
Sheet states that the final settlement will be based on:


- The global mutual release from all accrued rights and obligations with regards
to the joint venture operations in Ukraine, including the claim raised by RAG
for repayment of USD 13,473,403 plus interest and Transeuro's potential
counterclaim for costs, losses and damages.


- The transfer of RAG's 50% shareholding in Scythian Energy BV to Transeuro
immediately upon entering into the Settlement Agreement for no or nominal
consideration.


- The granting by Transeuro to RAG of a call option for 12.5% of the shares in
Scythian Energy BV (the "Call Option"). The call option is valid until Scythian
Energy and its subsidiaries have invested a further USD 70 million.


- Adjournment of the ICC arbitration proceedings during the validity period of
the term sheet, the negotiation of the full settlement agreement (the
"Settlement Agreement") and termination of the ICC arbitration proceedings
immediately after transfer of the Scythian shares.


- At any time prior to the exercise of the Call Option by RAG, Transeuro shall
be entitled to buy back RAG's Call Option for the purchase price of USD
13,473,403 plus interest calculated at 12 months' USD LIBOR + 3.5%.


- The call option shall be backed by a pledge by Transeuro on 12.5% of Scythian
Energy shares in favour of RAG. Transeuro shall be entitled to divest, pledge
and/or mortgage up to 87.5% of the shares in Scythian Energy BV to any third
party(ies) (including any new investor or financing entity) without requiring
any prior approval from RAG and on such terms as may be negotiated by Transeuro
with such third party(ies) at its sole and unfettered discretion.


- This Term Sheet is valid for a period of thirty (30) days from 20th August
2009. During the validity period, the parties shall make their best endeavours
to (i) finalize a Settlement Agreement (ii) draft the Shareholder Agreement and
(iii) transfer 50% of RAG's shares in Scythian Energy BV to Transeuro.


In addition the Company has agreed with the Ukraine government to complete the
process for renewing both the Karlavskoye and Povorotnoye licenses for
'Exploration and Pilot Production'. The licenses will be re-issued to the local
joint venture partner 'Crymgeologia' with whom Transeuro holds Joint Activity
Agreements. Initial payments have been made towards each license renewal and the
Company expects to receive the final license in due course over the next few
months.


The Company has retained 'Integra Group' (http://www.integra.ru/eng/) to inspect
the 'Uralmash' type drilling unit provided by Crymgeologia and to advice on the
necessary rig upgrades required to complete the sidetrack of the Karlavskoye 101
well. Integra Group are the new owners of 'Uralmash' and are best placed to
assess the rig condition and to supply the necessary compatible equipment.


Given the difficulties experienced by many international companies within the
Ukraine E&P sector the Company has initiated an overall review of the Ukraine
Business Opportunity to be conducted by AGR/Tracs (http://www.agr.com/). The
review will include an assessment of the operating environment in Ukraine with
particular emphasis on the Joint Activity Agreement relationship with
Crymgeologia; the legal and regulatory framework governing industry activity;
the potential value of the Karlavskoye and Povorotnoye fields with particular
emphasis on the gas sales market and recommendations on how best to resume
activities. The report will be released to investors around the end of
September.


David Worrall, Transeuro President & CEO, commented, "RAG's decision to retain
an interest in Scythian Energy emphasizes the underlying potential of our
Ukraine assets and supports our position that we can progress operations through
to a successful conclusion. We remain aware of the challenges of operating in
Ukraine and have initiated a number of reviews to gain an objective assessment
of the environment that will assist us in deciding our way forward."


Transeuro Energy Corp. is involved in the acquisition of petroleum and natural
gas rights, the exploration for, and development and production of crude oil,
condensate and natural gas. The Company's properties are located in Canada,
Armenia, and Ukraine. In addition, the Company owns shares in Eaglewood Energy
Inc. and holds a back-in option.


On behalf of the Board of Directors

Aage Thoen, Chairman

The statements contained in this release that are not historical facts are
forward-looking statements, which involve risks and uncertainties that could
cause actual results to differ materially from the targeted results. The Company
relies upon litigation protection for forward looking statements.


1 Year Rage Energy Ltd. (Tier2) Chart

1 Year Rage Energy Ltd. (Tier2) Chart

1 Month Rage Energy Ltd. (Tier2) Chart

1 Month Rage Energy Ltd. (Tier2) Chart