CALGARY, July 6, 2015 /CNW/ - Petroamerica Oil Corp.
(TSX-V:PTA) ("Petroamerica"), and PetroNova Inc.
(TSX-V: PNA) ("PetroNova"), both Canadian oil and gas
companies operating in Colombia,
are pleased to confirm that PetroNova will hold a special meeting
(the "Meeting") of the shareholders of PetroNova to consider
and vote upon the proposed plan of arrangement (the
"Arrangement") between Petroamerica and PetroNova at the
offices of Borden Ladner Gervais LLP, Centennial Place, East Tower,
520 3rd Ave. SW, Calgary,
Alberta at 10 AM Mountain Daylight
Time on Tuesday July 28,
2015.
PetroNova today mailed to its shareholders the Information
Circular and related proxy materials with respect to the Meeting.
The Information Circular and related proxy materials have also been
filed with the appropriate regulators and are available for viewing
under PetroNova's profile on www.sedar.com and on
PetroNova's website at www.petronova.com.
Arrangement Overview
On June
15, 2015 Petroamerica and PetroNova announced that they had
entered into an arrangement agreement (the "Arrangement
Agreement") whereby Petroamerica had agreed to acquire all of
the issued and outstanding common shares of PetroNova
("PetroNova Shares") by way of a statutory plan of
arrangement under the Business Corporations Act
(Alberta). Under the
Arrangement PetroNova Shares will receive 0.85 common shares of
Petroamerica ("Petroamerica Shares") for each
PetroNova Share held.
The Board of Directors of PetroNova, based on a recommendation
by the special committee established to consider the Arrangement,
has unanimously approved the Arrangement Agreement and recommends
that holders of PetroNova Shares vote in favour of the Arrangement.
The PetroNova Board, based on a written fairness opinion from its
financial advisor, Peters & Co. Limited, determined that the
consideration to be received by the holders of PetroNova Shares
pursuant to the Arrangement is fair, from a financial point of
view, and determined that it is in their best interests.
The Arrangement must be approved by two thirds of the votes cast
by holders of PetroNova Shares in person or by proxy at the
Meeting. Completion of the Arrangement is subject to customary
closing conditions, including approval by the TSX Venture Exchange
and the Court of Queen's Bench of Alberta.
Share Consolidation
Based on the approval received
from the Petroamerica shareholders at the Petroamerica Annual
General and Special Meeting held on November
26, 2014 that authorized a consolidation of Petroamerica
Shares (the "Consolidation") on the basis of up to one new
common share for each ten existing common shares, the Petroamerica
Board of Directors has recently authorised the Consolidation of
Petroamerica Shares on a one for ten basis immediately following
the closing of the Arrangement, and pending approval by the TSX
Venture Exchange. It is expected that the implementation of the
Consolidation will only occur upon the closing of the Arrangement.
If the Consolidation is implemented in conjunction with the closing
of the Arrangement, holders of PetroNova Shares will receive 0.085
post-Consolidation Petroamerica Shares for each PetroNova Share
held.
The significant points relating to the shares issued under the
Arrangement and the resulting expected Consolidation are as
follows:
- Petroamerica expects to issue approximately 216.4 million
pre-Consolidation Petroamerica Shares assuming the Arrangement is
approved by the holders of PetroNova Shares and the Arrangement is
completed, which, after giving effect to the Consolidation
immediately thereafter, will be approximately 21.6 million
post-Consolidation Petroamerica Shares.
- Upon completion of the Arrangement, holders of existing
PetroNova warrants ("Warrants") will be entitled to receive
approximately 39.2 million pre-Consolidation (approximately 3.9
million post-Consolidation) Petroamerica Shares upon the exercise
of such Warrants.
- Immediately after the completion of the Arrangement, it is
projected that there will be approximately 1,088.9 million
pre-Consolidation Petroamerica Shares outstanding in addition to an
aggregate of 119.9 million pre-Consolidation Petroamerica Shares
issuable upon the exercise of Petroamerica stock options
("Options"), historical PetroNova Warrants and
Petroamerica's contingent value rights ("CVRs"),
representing 11% potential dilution.
- After giving effect to the Consolidation immediately
thereafter, it is expected that there will be approximately 108.9
million post-Consolidation Petroamerica Shares outstanding and
approximately 12.0 million post-Consolidation Petroamerica Shares
issuable upon the exercise of Options, Warrants and CVRs, still
representing 11% dilution.
- On a fully diluted basis Petroamerica is expected to have
approximately 1,208.8 million pre-Consolidation Petroamerica Shares
outstanding immediately following the completion of the
Arrangement, which after Consolidation will total approximately
120.9 million post-Consolidation Petroamerica Shares.
The following table describes and summarizes the projected fully
diluted share capital of Petroamerica after giving effect to the
completion of the Arrangement and the Consolidation of Petroamerica
Shares (in 000's):
|
Number of
Petroamerica Shares prior to giving effect to the
Consolidation
|
Number of
Petroamerica Shares after giving effect to the
Consolidation
|
Outstanding as of
June 29, 2015 and prior to the completion of the
Arrangement
|
872,520.9
|
87,252.1
|
Issued to holders of
PetroNova Shares in exchange for all PetroNova Shares
|
216,361.3
|
21,636.1
|
Petroamerica
Shares Outstanding
|
1,088,882.2
|
108,888.2
|
Reserved for issuance
on exercise of Options
|
71,785.0
|
7,178.5
|
Reserved for issuance
on exercise of Warrants
|
39,230.8
|
3,923.1
|
Reserved for issuance
on exercise of CVR's
|
8,864.4
|
886.4
|
Total Options,
Warrants and CVR's
|
119,880.2
|
11,988.0
|
Total - Fully
Diluted
|
1,208,762.4
|
120,876.2
|
For a complete description of PetroNova's assets, business and
financial matters, please visit their website at
www.PetroNova.com, and review their publicly disclosed
information available on PetroNova's issuer profile at
www.sedar.com.
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 timing and successful completion of the
Arrangement, the timing and expected implementation of the
Consolidation, 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, inability to get all necessary approvals for completion
of the Arrangement (including regulatory and/or shareholder
approval), 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.
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 PetroNova Inc.