Petrolifera announces equity offering
cnw
CALGARY, Aug. 12 /CNW/ - Petrolifera Petroleum Limited (the "Corporation" or "Petrolifera" - PDP - TSX) is pleased to announce that it has filed a preliminary short form prospectus in each of the provinces of Canada, other than Quebec, in connection with a public offering (the "Offering") of units ("Units") of Petrolifera for aggregate gross proceeds of up to $50 million. Each Unit will consist of one common share in the capital of the Corporation (each, a "Common Share") and one-half of one Common Shares purchase warrant of the Corporation (each whole Common Share purchase warrant, a "Warrant"). The Offering will be conducted through a syndicate of underwriters (the "Underwriters") which will be led by Thomas Weisel Partners Canada Inc., Cormark Securities Inc. and RBC Capital Markets. Pursuant to the terms of the Offering, the Corporation has agreed to grant the Underwriters an over-allotment option to purchase additional Units equal to up to 15% of the Units sold pursuant to the Offering, exercisable at any time, in whole or in part, up to 30 days from the closing of the Offering.
The Offering will be priced in the context of the market with the final terms of the Offering, including the terms of the Warrants, to be determined at the time of pricing. The net proceeds of the Offering will be used by the Corporation to fund a portion of its exploration capital expenditure program, primarily in Colombia during the balance of 2009 and into 2010, to reduce indebtedness relating to the Corporation's reserve-backed credit facility and for working capital.
The Units will be sold publicly in each the provinces Canada, other than Quebec, on a private placement basis in the United States pursuant to exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the "1933 Act"), in the United Kingdom in accordance with applicable local securities legislation and regulations such that no prospectus, registration statement or similar document is required to be filed in any such jurisdiction and such other jurisdictions as may be agreed to by the Corporation and the Underwriters. The Offering is scheduled to close on or about August 28, 2009 and is subject to certain customary conditions and regulatory approvals, including but not limited to the approval of the Toronto Stock Exchange.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or any other jurisdiction outside of Canada, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Units offered, including Common Shares and Warrants which comprise such Units, have not been, and will not be, registered under the 1933 Act, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.
Petrolifera Petroleum Limited is a Calgary-based crude oil, natural gas and natural gas liquids exploration, development and production company with operations in Argentina, Colombia and Peru. The Corporation's main production platform is at Puesto Morales Norte in Argentina. Extensive undeveloped lands are held in all three countries, including three licenses in Peru and three blocks in Colombia.
Forward-Looking Statements: This news release contains certain "forward-looking information" within the meaning of applicable securities law including statements regarding the proposed use of proceeds of the Offering. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. These factors include the inherent risks involved in the exploration and development of oil and natural gas properties and the possibility of unanticipated costs and expenses. Completion of the proposed Offering is subject to certain risks and uncertainties including market risk with respect to marketing and pricing of the Units, receipt of all required regulatory approvals, including from the Toronto Stock Exchange, completion of due diligence by the Underwriters and the satisfaction of all conditions to closing. For a description of the risks and uncertainties facing Petrolifera and its business and affairs, readers should refer to Petrolifera's Annual Information Form for the year ended December 31, 2008. Petrolifera undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking statements.
For further information: Richard A. Gusella, Executive Chairman or Kristen Bibby, Vice President, Finance and Chief Financial Officer, Phone: (403) 538-6201, Fax: (403) 538-6225, inquiries@petrolifera.ca, Website: http://www.petrolifera.ca/
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cnw
CALGARY, Aug. 12 /CNW/ - Petrolifera Petroleum Limited (the "Corporation" or "Petrolifera" - PDP - TSX) is pleased to announce that it has filed a preliminary short form prospectus in each of the provinces of Canada, other than Quebec, in connection with a public offering (the "Offering") of units ("Units") of Petrolifera for aggregate gross proceeds of up to $50 million. Each Unit will consist of one common share in the capital of the Corporation (each, a "Common Share") and one-half of one Common Shares purchase warrant of the Corporation (each whole Common Share purchase warrant, a "Warrant"). The Offering will be conducted through a syndicate of underwriters (the "Underwriters") which will be led by Thomas Weisel Partners Canada Inc., Cormark Securities Inc. and RBC Capital Markets. Pursuant to the terms of the Offering, the Corporation has agreed to grant the Underwriters an over-allotment option to purchase additional Units equal to up to 15% of the Units sold pursuant to the Offering, exercisable at any time, in whole or in part, up to 30 days from the closing of the Offering.
The Offering will be priced in the context of the market with the final terms of the Offering, including the terms of the Warrants, to be determined at the time of pricing. The net proceeds of the Offering will be used by the Corporation to fund a portion of its exploration capital expenditure program, primarily in Colombia during the balance of 2009 and into 2010, to reduce indebtedness relating to the Corporation's reserve-backed credit facility and for working capital.
The Units will be sold publicly in each the provinces Canada, other than Quebec, on a private placement basis in the United States pursuant to exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the "1933 Act"), in the United Kingdom in accordance with applicable local securities legislation and regulations such that no prospectus, registration statement or similar document is required to be filed in any such jurisdiction and such other jurisdictions as may be agreed to by the Corporation and the Underwriters. The Offering is scheduled to close on or about August 28, 2009 and is subject to certain customary conditions and regulatory approvals, including but not limited to the approval of the Toronto Stock Exchange.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or any other jurisdiction outside of Canada, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Units offered, including Common Shares and Warrants which comprise such Units, have not been, and will not be, registered under the 1933 Act, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.
Petrolifera Petroleum Limited is a Calgary-based crude oil, natural gas and natural gas liquids exploration, development and production company with operations in Argentina, Colombia and Peru. The Corporation's main production platform is at Puesto Morales Norte in Argentina. Extensive undeveloped lands are held in all three countries, including three licenses in Peru and three blocks in Colombia.
Forward-Looking Statements: This news release contains certain "forward-looking information" within the meaning of applicable securities law including statements regarding the proposed use of proceeds of the Offering. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. These factors include the inherent risks involved in the exploration and development of oil and natural gas properties and the possibility of unanticipated costs and expenses. Completion of the proposed Offering is subject to certain risks and uncertainties including market risk with respect to marketing and pricing of the Units, receipt of all required regulatory approvals, including from the Toronto Stock Exchange, completion of due diligence by the Underwriters and the satisfaction of all conditions to closing. For a description of the risks and uncertainties facing Petrolifera and its business and affairs, readers should refer to Petrolifera's Annual Information Form for the year ended December 31, 2008. Petrolifera undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking statements.
For further information: Richard A. Gusella, Executive Chairman or Kristen Bibby, Vice President, Finance and Chief Financial Officer, Phone: (403) 538-6201, Fax: (403) 538-6225, inquiries@petrolifera.ca, Website: http://www.petrolifera.ca/
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