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Title:

Agency Agreement

Entities:

GeoGlobal Resources Inc.

Date:

2007

Size:

106KB total

Price:

$49

ID:

#2902089

► Financing ► Agency Agreements
► Energy ► Oil & Gas Operations

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AGENCY AGREEMENT

June 20, 2007

GeoGlobal Resources Inc.

605 1^st Street S.W., Suite 310

Calgary, Alberta T2P 3S9

Attention: Allan J. Kent, Executive Vice President and Chief Financial Officer

Dear Sirs/Mesdames:

Primary Capital Inc. (Primary Capital) and Jones, Gable & Company Limited (the Agents) understand that GeoGlobal Resources Inc. (the Corporation) proposes to issue and offer for sale, by way of private placement, up to 5,680,000 units of the Corporation (the Units) at a price of U.S.$5.00 per Unit for aggregate gross proceeds of up to U.S.$28,400,000 (the Offering). Each Unit consists of one Common Share (as defined herein) (each, a Unit Share) and one-half of one common share purchase warrant of the Corporation (each whole common share purchase warrant, a Warrant). Each Warrant entitles the holder thereof to purchase one Common Share (each, a Warrant Share) at an exercise price of U.S.$7.50 at any time (such period, the Warrant Term) prior to 5:00 p.m. (Toronto time) on the date that is 24 months following the Closing Date (as defined herein), provided that if (i) the trading price of the Common Shares on the American Stock Exchange (the AMEX) or on any other exchange on which the Common Shares are listed is U.S.$12.00 or more for 20 consecutive trading days, (ii) the Registration Statement (as defined herein) has been declared effective by the United States Securities and Exchange Commission (the SEC), and (iii) the hold periods imposed upon the Underlying Securities (as defined herein) pursuant to applicable Canadian Securities Laws (as defined herein) have expired (the occurrence of all such events, the Acceleration Event), then the Warrant Term shall expire at 5:00 p.m. (Toronto time) on the date which is the 30^th day following the date of issuance by the Corporation of a news release announcing the change to the Warrant Term (or if such 30^th day is not a Business Day (as defined herein), then on the first Business Day after such 30^th day).

The Agents further understand that, as part of the Offering, each purchaser of Units shall also receive one non-transferable right (each, a Right) for each Unit purchased (all such Rights to be issued under the Offering, together with all of the Units to be sold under the Offering, the Offered Securities), each Right entitling the purchaser to receive, for nominal consideration, an additional 0.10 of one Unit (each such whole Unit, a Rights Unit) in the event that the Registration Statement is not filed with the SEC prior to 5:00 p.m. (Toronto time) on the date that is 60 days following the Closing Date (the Registration Filing Deadline).

The Agents hereby offer to act, and upon their acceptance hereof, the Corporation hereby appoints the Agents, as the Corporations exclusive agents to offer the Offered Securities for sale, on a best efforts basis, upon and subject to the terms and conditions set forth herein. The Corporation understands that the Agents are not obliged under any circumstances to purchase any of the Offered Securities.

The Agents may form and manage a group of Canadian investment dealers to offer the Offered Securities for sale. Subject to the terms hereof, the Corporation understands that no such investment dealer is obliged under any circumstances to purchase any of the Offered Securities. The Agents may determine the remuneration payable to such investment dealers appointed by them, provided that any fee charged by such investment dealers shall not exceed the Agents Fee (as defined herein) and shall be payable by the Agents.

In consideration of the services to be rendered to the Corporation by the Agents pursuant to this agreement, at the Closing Time (as defined herein), the Corporation shall pay to the Agents a fee equal to 6% of the gross proceeds from the Offering (the Agents Fee) and shall issue to the Agents compensation options (the Compensation Options) entitling the Agents to purchase up to that number of Common Shares (the Compensation Shares) that is equal to 6% of the number of Units sold pursuant to the Offering, subject to adjustment as described in the certificates evidencing the Compensation Options, at an exercise price of U.S.$5.00 per Compensation Share at any time prior to 5:00 p.m. (Toronto time) on the date that is 24 months following the Closing Date. At the Closing Time, the Agents shall also receive one non-transferable right (each, a Compensation Right) for each Compensation Option issued to the Agents, each Compensation Right entitling the Agents to receive, for nominal consideration, an additional 0.10 of one Compensation Share for each Compensation Share purchased by the Agents (whether purchased before or after the Registration Filing Deadline), in the event that the Registration Statement is not filed with the SEC prior to the Registration Filing Deadline. The Compensation Options and the Compensation Rights will be evidenced by one or more certificates (the Compensation Option Certificates).

DEFINITIONS

In this agreement, in addition to the terms defined above or elsewhere in this agreement, and unless otherwise indicated or the context manifestly requires otherwise, the following terms shall have the following meanings:

agreement means the agreement resulting from the acceptance hereof by the Corporation;

Agreements means this agreement, the Subscription Agreements, the Registration Rights Agreement, the Warrant Certificates, the Right Certificates and the Compensation Option Certificates;

AMEX means the American Stock Exchange;

Business Day means a day on which chartered banks are normally open for business in Toronto, Ontario, excluding Saturdays, Sundays or statutory or civic holidays;

Canadian Securities Laws means all applicable securities laws in each of the Offering Provinces and the respective regulations made thereunder, together with applicable published policy statements, rules and orders of the securities regulatory authorities in such provinces;

Closing means the completion of the issue and sale by the Corporation of the Offered Securities and the purchase by the Purchasers of the Offered Securities pursuant to this agreement, which may, at the option of the Agents, occur on one or more separate occasions, each of which occasion shall be a Closing for the purposes of this agreement;

Closing Date means June 20, 2007 or such other date as the Corporation and the Agents may agree upon;

Closing Time means 10:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as the Corporation and the Agents may agree upon;

Common Shares means the common shares of the Corporation as constituted on the date hereof;

Corporations Information Record means all the reports filed by the Corporation since January 1, 2004 pursuant to Section 13 of the U.S. Exchange Act (and including extracts or portions thereof), press releases issued by the Corporation, Schedules 14A filed pursuant to Section 14 of the U.S. Exchange Act, registration statements filed by the Corporation since January 1, 2004 pursuant to the U.S. Securities Act and other documents which have been filed by or on behalf of the Corporation with the SEC or the Canadian securities regulatory authorities and the SEC;

Financial Statements means the audited consolidated balance sheets of the Corporation as at December 31, 2006 and December 31, 2005, the audited consolidated statements of operations, stockholders equity and cash flows of the Corporation for the years ended December 31, 2006, December 31, 2005 and December 31, 2004, the unaudited consolidated balance sheet of the Corporation as at March 31, 2007, and the unaudited consolidated statements of operations and cash flows of the Corporation for the three months ended March 31, 2007 and March 31, 2006, together with the notes thereto;

GeoGlobal Barbados means GeoGlobal Resources (Barbados) Inc., a corporation constituted under the laws of Barbados and an indirect wholly-owned subsidiary of the Corporation;

GeoGlobal Barbados Participating Interests means, collectively, the CB 2002/2 Participating Interest, the CB 2002/3 Participating Interest, the CB 2 Participating Interest, the DS Participating Interest, the CB 2003/2 Participating Interest, the KG 2004/1 Participating Interest, the RJ 2004/2 Participating Interest, the RJ 2004/3 Participating Interest and the DS 2004/1 Participating Interest, each defined in subsection 6(bbb) hereof;

GeoGlobal Canada means GeoGlobal Resources (Canada) Inc., a corporation incorporated under the laws of the Province of Alberta and a wholly-owned subsidiary of the Corporation;

GeoGlobal India means GeoGlobal Resources (India) Inc., a corporation constituted under the laws of Barbados and a wholly-owned subsidiary of the Corporation;

misrepresentation, material fact, material change and distribution have the respective meanings ascribed thereto in the Securities Act (Ontario), except as otherwise expressly provided herein;

Offering Provinces means the provinces of British Columbia, Alberta and Ontario and such other provinces of Canada as the Corporation and the Agents may agree upon;

Purchasers means the persons who acquire Offered Securities from the Corporation by executing Subscription Agreements accepted by the Corporation, and permitted assignees or transferees of such persons from time to time;

Registration Rights Agreement means the agreement to be entered into between the Corporation and the Agents on or before the Closing Date pursuant to which the Corporation shall grant certain registration rights to the Purchasers in respect of the Underlying Shares;

Registration Statement means a registration statement with respect to the resale of the Underlying Shares prepared in the appropriate form as prescribed by the SEC;

Regulation S means Regulation S adopted by the SEC under the U.S. Securities Act;

Right Certificates means the certificates evidencing the Rights to be executed by the Corporation, in form and substance satisfactory to the Corporation and the Agents;

Subscription Agreement means a subscription agreement executed by a Purchaser and accepted by the Corporation in the form agreed upon by the Corporation and the Agents;

Subsidiaries means GeoGlobal Barbados, GeoGlobal Canada and GeoGlobal India, being all of the subsidiaries (as defined in the Business Corporations Act (Ontario)) of the Corporation;

Underlying Shares means, collectively, the Unit Shares, the Warrant Shares and the Compensation Shares and, in the event that the Corporation fails to file the Registration Statement prior to the Registration Filing Deadline, Underlying Shares shall include the Unit Shares forming part of the Rights Units and the Warrant Shares issuable upon exercise of the Warrants forming part of the Rights Units and, for the purposes of clarity, shall include any additional Compensation Shares issuable to the Agents as a result of the exercise of Compensation Options granted pursuant to the Compensation Rights;

U.S. Exchange Act means the United States Securities Exchange Act of 1934, as amended;

U.S. Securities Act means the United States Securities Act of 1933, as amended; and

Warrant Certificates means the certificates evidencing the Warrants to be executed by the Corporation, in form and substance satisfactory to the Corporation and the Agents.

INTERPRETATION

The division of this agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this agreement. Unless otherwise inconsistent therewith, references in this agreement to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this agreement. In this agreement, words importing the singular number only include the plural and vice versa and words importing gender include all genders.

TERMS AND CONDITIONS

1.	Sale on Exempt Basis. The Agents shall:

(a)

offer for sale and sell the Offered Securities in Canada only in the Offering Provinces in compliance with all applicable Canadian Securities Laws and pursuant to Regulation S or outside of Canada and the United States in compliance with applicable laws and pursuant to Regulation S; provided that any offer or sale in any jurisdiction other than an Offering Province shall be effected in a manner exempt from the applicable prospectus or registration requirements under the securities legislation of the jurisdiction in which such Purchaser resides, and provided further that all of the forgoing shall be conducted in accordance with Schedule A hereto;

(b)	offer for sale and sell the Offered Securities only to such Purchasers and in such manner so that, pursuant to the provisions of Canadian Securities Laws, no prospectus or offering memorandum need be filed or delivered in connection therewith;

(c)	not offer for sale or sell the Offered Securities in any jurisdiction where the Corporation may be subject to liability in connection with the sale of the Offered Securities which is materially more onerous than the liability to which it may be subject under Canadian Securities Laws; and

(d)	obtain from each Purchaser an executed Subscription Agreement subject to acceptance by the Corporation.

The Agents and the Corporation hereby agree that the offer and sale of the Offered Securities will be made in compliance with the provisions of Schedule A attached hereto.

Filings. The Corporation undertakes to file or cause to be filed all forms or undertakings required to be filed by the Corporation and the Purchasers, respectively, in connection with the purchase and sale of the Offered Securities so that the distribution of the Offered Securities may lawfully occur without the necessity of filing a prospectus or an offering memorandum in the Offering Provinces or elsewhere, and the Agents undertake to use their reasonable best efforts to cause Purchasers to complete and file, if required, any forms or undertakings required by Canadian Securities Laws or any other applicable securities laws. All such filings shall be made by the Corporation on behalf of the party legally responsible to file the same and all fees payable in connection with such filings shall be at the sole expense of the Corporation.

No Offering Memorandum. Neither the Corporation nor the Agents shall (i) provide to prospective purchasers an offering memorandum within the meaning of Canadian Securities Laws; or (ii) cause the sale of the Offered Securities to be advertised in printed public media of general and regular paid circulation, radio, television or telecommunications, including electronic display and the internet. The Corporation represents and warrants that the documents made available to the Agents for distribution to prospective purchasers in connection with the Offering are the Subscription Agreement, the term sheet and the Corporations Information Record and such documents do not constitute an offering memorandum under Canadian Securities Laws. The Agents represent and warrant that they shall only distribute to prospective purchasers the Subscription Agreement, the term sheet and any documents from the Corporations Information Record. The Agents further represent and warrant that they shall offer for sale and sell the Offered Securities only in those jurisdictions contemplated in subsection 1(a) and not elsewhere, without the express consent of the Corporation.

4.	Covenants of the Corporation. The Corporation hereby covenants to the Agents, the Purchasers and their respective permitted assigns and acknowledges that each of them is relying on such covenants in connection with the purchase of the Units, that the Corporation shall:

(a)

for a period of 24 months following the Closing Date, maintain its status as a reporting issuer under Canadian Securities Laws in the provinces of British Columbia, Alberta, Ontario and Qubec not in default of any requirement of such Canadian Securities Law;

(b)

for a period of 24 months following the Closing Date, maintain the listing of the Common Shares, including the Underlying Shares, on the AMEX or such other stock exchange as may be acceptable to the Agents;

(c)

as promptly as practicable after the Closing Date, file the Registration Statement with the SEC and thereafter use its best efforts to have the Registration Statement declared effective by the SEC;

(d)

for a period of 150 days following the Closing Date, not issue or announce the issuance of any Common Shares or any securities convertible into, exchangeable for or exercisable to acquire Common Shares, without the prior consent of the Agents, acting reasonably, other than:

(i)

options granted pursuant to any of the Corporations stock option plans or stock purchase plans;

(ii)

any Common Shares issued pursuant to the exercise of any options granted pursuant to such stock option or stock purchase plans, outstanding common share purchase warrants, including the Warrants, or the Compensation Options; or

(iii)

pursuant to non-brokered private placement transactions contemplated to be completed simultaneously with the closing of the Offering, provided that none of the Corporation, the Subsidiaries, any of their affiliates, or any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Offered Securities under the U.S. Securities Act or cause this Offering to be integrated with prior or concurrent offerings by the Corporation for purposes of the U.S. Securities Act or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Corporation are listed or designated. None of the Corporation, the Subsidiaries, their affiliates and any person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of any of the Offered Securities under the U.S. Securities Act or cause the Offering to be integrated with other offerings;

(e)

take all steps necessary to: (A) authorize the execution and delivery of the Agreements; (B) authorize the issuance of the Underlying Shares and ensure that sufficient unreserved Common Shares are available for the issuance of the Underlying Shares; (C) authorize the creation of the Warrants, the Rights, the Compensation Options and the Compensation Rights; and (D) ensure that the Underlying Shares are or will be upon their issue listed and posted for trading on the AMEX or any other stock exchange on which the Common Shares are listed for trading from time to time;

(f)

fulfill all legal requirements applicable to it to permit the Offering, including, without limitation, compliance with all Canadian Securities Laws to enable the Offered Securities to be offered for sale and sold to Purchasers without the necessity of filing a prospectus or registration statement in the Offering Provinces or in any other jurisdiction;

(g)

at all times prior to the Closing Date, allow the Agents and their representatives to conduct all due diligence which the Agents may reasonably require and use its best efforts to make available the Corporations senior management, counsel, auditors, independent engineers and other applicable experts to answer any questions which the Agents (or another syndicate member) have or may have, including, without limiting the generality of the foregoing, any questions posed at one or more due diligence sessions to be held prior to the Closing Time, for which the Agents (or their counsel) shall distribute in advance a list of written questions to be answered thereat and to which the Corporation shall provide written responses, at or prior to each session, and the Corporation shall use its reasonable best efforts to have written responses provided at or prior to each session by its outside consultants, auditors, independent engineers and other experts who have been asked by the Agents (or another syndicate member) or their counsel to attend thereat to respond to questions;

(h)

use its best efforts to fulfill, at or prior to the Closing Date, each of the conditions set out in Section 8;

(i)

use the net proceeds derived from the Offering for the exploration and development of the newly acquired NELP-VI exploration blocks and all other exploration blocks acquired hereafter, and for general corporate purposes;

(j)

use its best efforts to obtain the necessary regulatory consents from the securities regulatory authorities in each of the Offering Provinces in respect of the transactions contemplated by this agreement, on such terms as are mutually acceptable to the Agents and the Corporation, acting reasonably; and

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