CALGARY, March 14, 2016 /CNW/ - Petromanas Energy Inc.
("Petromanas" or the "Company") (TSXV: PMI) is pleased to announce
the results of voting at the Company's annual general and special
meeting of shareholders held today, March
14, 2016 (the "Meeting").
At the Meeting, Shareholders approved the previously announced
sale of substantially all of the assets of Petromanas Albania GmbH,
Petromanas' wholly-owned subsidiary, for US$45 million (the
"Transaction"). Shareholders also approved a reduction in the
stated capital of the common shares of the Company ("Common
Shares") for the purpose of effecting a special distribution of up
to US$43 million, or approximately
CAD$0.08 to CAD$0.09 per Common
Share, subject to currency exchange fluctuations, as a return of
capital (the "Distribution"). Closing of the Transaction
("Closing") is expected to occur shortly and a further news release
will be issued once Closing has occurred. The Company expects to
confirm the final amount of the Distribution in May and
announce the record date for the Distribution following
determination of post-closing adjustments under the sale and
purchase agreement relating to the Transaction.
In addition, the other items of business to be considered at the
Meeting were approved, being: (i) the consolidation of the Common
Shares on the basis of one post-consolidation Common Share for up
to 70 pre-consolidation Common Shares (the "Consolidation"); (ii)
the name change of the Company to such name as the board of
directors ("Board") may determine in its sole discretion (the "Name
Change"); (iii) fixing the number of directors to be elected and
the election of the directors of the Company; (iv) the annual
approval of the Company's stock option plan; and (v) the
appointment of the Company's auditors.
Share Consolidation
The Consolidation may be effected at a time determined by the
Board and announced by a news release of the Company.
Notwithstanding approval of the Consolidation by shareholders at
the Meeting, the Board may, at its discretion, implement the
Consolidation at a future date and at a ratio less than 70:1 to
comply with distribution requirements of the TSXV, or choose to not
proceed with the Consolidation in its entirety, should the Board
determine such is in the best interests of the Company at the time.
The Consolidation will only occur, if at all, after the record date
for the Distribution. The Consolidation is also subject to certain
regulatory approvals, including the approval of the TSXV.
Name Change
The Company may wish to change its name in the future, should it
find a suitable business transaction and a change of name is
opportune in connection therewith. The approval of the Name Change
by shareholders provides the Company with flexibility to change its
name to better reflect the business the Company pursues following
the Transaction and to potentially adopt the name of another entity
with which the Company may pursue a corporate transaction, although
no such transactions exist or are contemplated at this point in
time. Such name change would become effective at a future date to
be determined by the Board when it considers it to be in the best
interests of the Company to implement and upon the Company filing
Articles of Amendment. The proposed name change is also subject to
certain regulatory approvals, including the approval of the TSXV.
The Board may, in its sole discretion, determine not to implement
the Name Change at any time after the Meeting and after receipt of
necessary regulatory approvals, but prior to the issuance of a
certificate of amendment, without further notice to or action on
the part of the shareholders.
About Petromanas Energy Inc.
Petromanas Energy Inc. is an international oil and gas company
focused on the exploration and development of its assets in
Albania. Petromanas, through its
wholly-owned subsidiary, holds a Production Sharing Contract
("PSC") with the Albanian government. Under the terms of the PSC,
Petromanas has a 25% working interest in Blocks 2-3 that comprises
approximately 638,0000 gross acres across Albania's Berati thrust belt. Petromanas also
holds exploration assets in France
and Australia.
This press release contains certain "forward-looking
information" or "forward-looking statements" (collectively referred
to herein as "forward-looking statements") within the meaning of
applicable securities laws. Such forward-looking statements
include, without limitation, the expectations, estimates and
projections of management of Petromanas as of the date of this news
release, unless otherwise stated. The use of any of the words
"expect", "anticipate", "continue", "estimate", "objective",
"ongoing", "may", "will", "project", "should", "believe", "plans",
"intends" and similar expressions are intended to identify
forward-looking information. More particularly and without
limitation, this press release contains forward-looking information
concerning the future performance of the Company, including but not
limited to the amount of the Distribution, payment of the
Distribution, Closing of the Transaction, implementation and timing
of the Consolidation, the ratio for the Consolidation,
implementation of the Name Change and currency exchange
fluctuations. In respect of the forward-looking information,
Petromanas has provided such in reliance on certain assumptions
that it believes are reasonable on the date the statements were
made, including assumptions as to the advantages of the
Distribution by way of return of capital, estimated exchange rate
fluctuations, the Company's ability to meet its capital and
operational commitments, the ability of Petromanas to receive, in a
timely manner, applicable regulatory and governmental approvals;
and expectations and assumptions concerning, among other things:
commodity prices and interest and foreign exchange rates; capital
efficiencies and cost-savings; applicable tax laws; the sufficiency
of budgeted capital expenditures in carrying out planned
activities; anticipated post-closing adjustments; and the
availability and cost of labour and services. No assurances
can be given as to future results, levels of activity and
achievements and such statements are not guarantees of future
performance. Accordingly, readers should not place undue reliance
on the forward-looking information contained in this press
release.
Since forward-looking information addresses future events and
conditions, by its very nature it involves inherent risks and
uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. These
include, but are not limited to the risks associated with the
industry in which Petromanas operates in general such as
operational and exploration risks; the variability of closing
adjustments; delays or changes in plans with respect to growth
projects or capital expenditures; delays in obtaining or the
failure to obtain governmental approvals, permits or financing or
political risks in the completion of development or construction
activities; access to drilling rigs, completion equipment, seismic
equipment and operational personnel; costs and expenses; political
risks; risks of litigation; title disputes; health, safety and
environmental risks; commodity price, interest rate and exchange
rate fluctuations; environmental risks; competition; ability to
access sufficient capital from internal and external sources; and
changes in legislation, including but not limited to tax laws and
environmental regulations. There is a specific risk that Closing of
the Transaction will occur as described in this news release or at
all and that the Company may be unable to complete the Distribution
in the manner described in this press release or at all.
Readers are cautioned that the foregoing list of factors is
not exhaustive. Additional information on other factors that could
affect the operations or financial results of Petromanas are
included in reports on file with applicable securities regulatory
authorities, including but not limited to Petromanas' Annual
Information Form for the year ended December
31, 2014, which may be accessed on Petromanas' SEDAR profile
at www.sedar.com.
The forward-looking information contained in this press
release is made as of the date hereof and Petromanas
disclaims any intention or obligation to update publicly
or revise any forward-looking information, whether as a result of
new information, future events or otherwise, unless so required by
applicable securities laws. The forward-looking statements
contained in this news release are expressly qualified by this
cautionary statement.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Petromanas Energy Inc.