GeoGlobal Proposes $13.0 Million Financing

GeoGlobal Resources Inc. (AMEX: GGR) has entered into a letter agreement in which it proposes to offer for sale, on a best efforts basis, by way of a private placement of up to 2 million units of the Company's securities for aggregate gross proceeds of US$13,000,000. Each Unit will be sold at a price of US$6.50 with each Unit comprising one common share and one half of one common share purchase warrant where one full purchase warrant will entitle the holder to purchase one common share for US$9.00, for a term of two years from the closing of the offering.

In connection with the offering, the Company will pay a 6% fee on the gross proceeds, amounting to US$780,000, raised in the offering and will issue broker compensation options entitling the holder to purchase Units equal in number to 6% of the aggregate number of Units sold in the offering amounting to 120,000 Units. These Units granted as compensation options will have the same terms as the Units sold in the offering.

The purchase warrants are subject to an accelerated expiration in the event that the trading price of the Company's common shares trade at US$12.00 or more for 20 consecutive trading days, provided that the resale by the holders of the securities comprising the Units has been registered under the US Securities Act of 1933 (the "1933 Act"), and the hold period for Canadian subscribers has expired. In such event, the warrant term will be reduced to 30 days from the date of issuance of a news release announcing such change to the warrant term.

The proceeds from the transactions will be used to further the Company's oil and gas exploration activities in India and for general corporate and administrative purposes.

The securities are intended to be offered in the provinces of Ontario, British Columbia and Alberta in Canada, such states of the United States where the offer may lawfully be made and other jurisdictions outside of Canada and the United States.

The offer and sale of the Units by the Company will not be registered under the 1933 Act and the Units, common shares and warrants will be restricted securities and may not be reoffered or resold in any jurisdiction absent registration under the 1933 Act or an applicable exemption from the 1933 Act registration requirements. This press release shall not constitute an offer of the securities for sale in any jurisdiction.

It is contemplated that the Company will file a registration statement under the 1933 Act to register under the 1933 Act the reoffer and resale of the securities comprising the Units. If the Company has not filed the registration statement within 60 days from the closing of the offering, each holder of Units will also be issued one right for each Unit entitling the holder to be issued 0.10 of a Unit for nominal consideration.

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