CALGARY, July 29, 2015 /CNW/ - Petroamerica Oil Corp.
("Petroamerica") and PetroNova Inc. ("PetroNova") are
pleased to announce the close of the plan of arrangement,
that was press released on June 15,
2015, under the provisions of the Business Corporations
Act (Alberta) among
Petroamerica, PetroNova and the shareholders of PetroNova (the
"Arrangement"). The Arrangement was voted on and
overwhelmingly approved by holders ("PetroNova
Shareholders") of common shares ("PetroNova Common
Shares") and the preferred share ("PetroNova Preferred
Share") of PetroNova at the Special Meeting of PetroNova
Shareholders held on July 28, 2015
(the "Meeting"). Holders of over 66% of the outstanding
PetroNova Common Shares voted at the Meeting, with approximately
99% voting in favour of the Arrangement. The holder of the
PetroNova Preferred Share also voted in favour of the Arrangement.
The Arrangement also received approval from the Court of Queen's
Bench of Alberta on July 28, 2015. The Arrangement is more fully
described in the management information circular and proxy
statement of PetroNova dated June 29,
2015 which may be viewed at www.sedar.com.
Post-Arrangement Petroamerica will hold working interests in 15
blocks, including two operated blocks, covering over 2.2 million
gross (781 thousand net) acres in the Llanos and Putumayo Basins in
Colombia. At close, Petroamerica
holds over US $20 million in cash
after accounting for transaction fees, and remains debt free.
Petroamerica plans to provide an operational update as well as
updated capital spending and production estimates for the balance
of 2015, incorporating the new properties acquired through the
Arrangement, as part of its second quarter reporting prior to the
end of August 2015.
Ralph Gillcrist, President and
CEO of Petroamerica commented "We believe that the combined
businesses of Petroamerica and PetroNova provides all of our
shareholders with a portfolio of multiple growth
opportunities over several high impact plays that have the ability
to deliver significant value over the near to mid-term. We are
excited about the prospects of our business moving forward and
to delivering value to our shareholders."
Under the Arrangement, holders of PetroNova Common Shares
received 0.85 Petroamerica common shares ("Petroamerica
Shares") for each PetroNova Common Share held. However,
Petroamerica, based on the approval received from the Petroamerica
shareholders at the Petroamerica Annual General and Special Meeting
held on November 26, 2014,
anticipates effecting, as of the commencement of trading on the TSX
Venture Exchange ("TSXV") on Thursday, July 30, 2015, a consolidation of
Petroamerica Shares (the "Consolidation") on the basis of
one new common share for each ten existing common shares
outstanding after the completion of the Arrangement. Petroamerica
will as a result be issuing 0.085 post-Consolidation Petroamerica
Shares for each PetroNova Common Share outstanding and will be
issuing approximately 21.6 million post-Consolidation Petroamerica
Shares to PetroNova Shareholders. Trading in PetroNova Common
Shares has been halted until such shares have been delisted from
the TSXV and all PetroNova Shareholders will be provided with the
consideration described above. Following completion of both the
Arrangement and the Consolidation, there will be approximately
108.9 million Petroamerica Shares outstanding. Petroamerica Shares
are expected to commence trading on a post-Consolidation basis on
the TSXV effective at the market open on Thursday, July 30, 2015.
Pursuant to the letter of transmittal mailed to PetroNova
Shareholders as part of the materials in connection with the
Meeting, in order to receive the Petroamerica Shares to which they
are entitled, registered holders of PetroNova Common Shares will be
required to deposit their share certificate(s) representing
PetroNova Common Shares, together with the duly completed letter of
transmittal, with Computershare Investor Services Inc.
("Computershare"), the depositary under the Arrangement.
PetroNova Shareholders whose PetroNova Common Shares are registered
in the name of a broker, dealer, bank, trust company or other
nominee should contact their nominee if they have any
questions.
Current Petroamerica shareholders who have been issued
certificates for their Petroamerica shares should expect to receive
a letter of transmittal in regards to the Consolidation. Such
Petroamerica shareholders will be required to deposit their share
certificate(s) representing their pre-Consolidation Petroamerica
Shares, together with the duly completed letter of transmittal,
with Computershare in order to receive their post-Consolidation
share certificates. Petroamerica shareholders whose
Petroamerica Shares are registered in the name of a broker, dealer,
bank, trust company or other nominee should contact their nominee
if they have any questions.
In connection with the Arrangement, Mr. Marcel Apeloig, who was a director of PetroNova,
was appointed as a director of Petroamerica. Mr. Apeloig is a
professional engineer with a cum laude Bachelor's Degree in
Electrical Engineering from Simon Bolivar University and a Master
of Science degree in Industrial Engineering from Stanford
University. Mr. Apeloig has extensive capital markets
experience and has been on the board of directors of several
other private and publically listed companies.
Black Spruce Merchant Capital Corp. acted as sole financial
advisor to Petroamerica with respect to the Arrangement. Peters
& Co. Limited acted as financial advisor to PetroNova with
respect to the Arrangement.
Petroamerica Oil Corp. is a Canadian oil and gas exploration and
production company with activities in Colombia. Petroamerica's shares are listed on
the TSX Venture Exchange under the symbol "PTA". A summary of the
Company's holdings can be located at
www.PetroamericaOilCorp.com.
Forward Looking Statements:
This news release includes information that constitutes
"forward-looking information" or "forward-looking statements". More
particularly, this news release contains statements concerning
expectations regarding the implementation of the Arrangement, the
appointment of a new director and the timing thereof, and,
expectations, beliefs, goals, objectives assumptions and
information about possible future events, conditions, results of
operations or performance. Readers are cautioned not to place
undue reliance on forward-looking statements, as there can be no
assurance that the plans, intentions or expectations upon which
they are based will occur. By their nature, forward-looking
statements involve numerous assumptions, known and unknown risks
and uncertainties, both general and specific, that contribute to
the possibility that the predictions, estimates, forecasts,
projections and other forward-looking statements will not occur,
which may cause actual performance and results in future periods to
differ materially from any estimates or projections of future
performance or results expressed or implied by such forward-looking
statements. Business priorities disclosed herein are
objectives only and their achievement cannot be guaranteed.
Material risk factors include, but are not limited to: the
inability to obtain regulatory approval for any operational
activities, the risks of the oil and gas industry in general, such
as operational risks in exploring for, developing and producing
crude oil and natural gas, market demand and unpredictable
shortages of equipment and/or labour; potential delays or changes
in plans with respect to exploration or development projects or
capital expenditures; fluctuations in oil and gas prices, foreign
currency exchange rates and interest rates, and reliance on
industry partners and other factors, many of which are beyond the
control of Petroamerica. You can find an additional
discussion of those assumptions, risks and uncertainties in
Petroamerica's and PetroNova's Canadian securities filings.
Neither Petroamerica, PetroNova nor any of their respective
subsidiaries nor any of their respective officers, directors or
employees guarantees that the assumptions underlying such
forward-looking statements are free from errors nor do any of the
foregoing accept any responsibility for the future accuracy of the
opinions expressed in this document or the actual occurrence of the
forecasted developments.
Readers should also note that even if the drilling program as
proposed by Petroamerica is successful, there are many factors that
could result in production levels being less than anticipated or
targeted, including without limitation, greater than anticipated
declines in existing production due to poor reservoir performance,
mechanical failures or inability to access production facilities,
among other factors.
Statements relating to "reserves" are deemed to be
forward-looking statements or information, as they involve the
implied assessment, based on certain estimates and assumptions,
that the reserves described can be profitable in the future. There
are numerous uncertainties inherent in estimating quantities of
proved reserves, including many factors beyond the control of
Petroamerica. The reserve data included herein represents estimates
only. In general, estimates of economically recoverable oil and
natural gas reserves and the future net cash flows therefrom are
based upon a number of variable factors and assumptions, such as
historical production from the properties, the assumed effects of
regulation by governmental agencies and future operating costs, all
of which may vary considerably from actual results. All such
estimates are to some degree speculative and classifications of
reserves are only attempts to define the degree of speculation
involved.
Use of "boe"
'boe' may be misleading if used in isolation.
Throughout this press release the calculation of barrels of oil
equivalent ("boe") is at a conversion rate of 6,000 cubic feet
("cf") of natural gas for one barrel of oil and is based on an
energy conversion method at the burner tip and does not represent a
value equivalence at the wellhead.
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 Petroamerica Oil Corp.