Petrolifera announces pricing of equity offering .88 cents

Petrolifera announces pricing of equity offering


10:49 EDT Friday, August 21, 2009

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CALGARY, Aug. 21 /CNW/ - Petrolifera Petroleum Limited (the "Corporation" or "Petrolifera" - PDP - TSX) is pleased to announce that it has priced its previously announced public offering (the "Offering") of units ("Units"). Pursuant to the Offering, the Corporation will issue 56,820,000 Units at a price of $0.88 per Unit. Each Unit will consist of one common share in the capital of the Corporation (each, a "Common Share") and one-half of one Common Share purchase warrant of the Corporation (each whole Common Share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share (each a "Warrant Share")

at an exercise price of $1.20 per Warrant Share at any time up to 5:00 pm (Calgary time) on the date which is 24 months after the closing date of the Offering. In the event that the 20-day volume weighted average price of the Common Shares on the Toronto Stock Exchange (or such other stock exchange or quotation system on which the Common Shares are listed and where a majority of the trading volume occurs), exceeds $2.50,

the Corporation may, within five business days after such an event, provide notice to the holders of Warrants ("Warrantholders") of early expiry and thereafter the Warrants will expire on the date which is 10 days after the date of the notice to the Warrantholders. The Offering will be conducted through a syndicate of underwriters with Thomas Weisel Partners Canada Inc., Cormark Securities Inc. and RBC Capital Markets as co-lead underwriters and including GMP Securities L.P., Tristone Capital Inc., Scotia Capital Inc., Jennings Capital Inc., Octagon Capital Corp. and D&D Securities Company (collectively, the "Underwriters"). 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.

Connacher Oil and Gas Limited ("Connacher"), a significant shareholder of the Corporation, has indicated its intention to purchase 13,558,540 Units being offered pursuant to the Offering. Following completion of the Offering, Connacher will continue to own approximately 24 percent of the outstanding Common Shares (approximately 22 percent if the Over-Allotment Option is exercised in full).






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 of the provinces of Canada, other than Québec, 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 receipt of all required regulatory approvals, including from the Toronto Stock Exchange 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 Gary D. Wine, President and Chief Operating Officer, or Kristen Bibby, Vice President, Finance and Chief Financial Officer, Phone: (403) 538-6201, Fax: (403) 538-6225, inquiries@petrolifera.ca, Website: www.petrolifera.ca

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Bankers, but now the easy money has probably been made

BANKERS PETROLEUM

(T-BNK)

$3.77 +0.02

PAINTED PONY PETROLEUM

(V-PPY.A)

$3.69 +0.09

Sometimes you take a trip and it makes a difference and

the one trip we’ve made in the last year or so that has made

a huge difference to us, was our trip to Albania. We had an

incredibly gracious host in Abby Badwi as we went to see

their Patos Marinza project in southern Albania. Along for

the trip was Bryan Slusarchuk, the President of Tirex Re-

sources, the mining company with assets in northern Albania

and Bryan was also a Bankers shareholder.

To see the country once so poor, now catching up and

embracing a new economy was heart-warming. To see no

McDonalds, KFC or anything the west takes for granted was

also a taste of their future to come. To see the amazing

beaches yet to be developed and to see the three quarters of

a million bomb shelters Hoxha had built and wasted the

countries resources on, showed some of their disappointing

past.

But to see first-hand the thousands of old Chinese and

Russian relics of rigs on Bankers property that just went on

and on and on, suggested that Bankers was onto something

that could be big. Very big.

We’ve written about it several times over the last while,

but the story really got going—and we have to credit Kevin

Shaw of Wellington West, when he wrote a 32-page report on

Bankers published on July 9th that made Bay Street realize

that Bankers was more about a reserve play than cash flow

and production.

The stock has more than doubled since Kevin’s report

went out and I think he gained a lot of fans because of the

reports importance and significance. We’ve enjoyed the run

on Bankers, but now the easy money has probably been

made and now it will take real production and cash flow in-

crease with the new technology to justify higher prices.

Given time, we expect that it will happen and sometime,

like Rally Energy, Badwi will sell the company to somebody

really big.

In the meantime, we were wondering what Kevin Shaw’s

next report would be on, while he is currently in Albania

touring Bankers property. His newest report just out fea-

tures Painted Pony. We thought we would be looking for

something splashy and pizzazzy with huge upside, not a

mere 40% return on a stock that was big on natural gas at a

time the world is lousy with gas and it has already been writ-

ten up by people like Keith Schaefer of Oil and Gas Invest-

ments.

Disappointing…? Hoping for something more? Well,

probably, but the point should be made that is there is going

to more consolidation in the Bakken, Painted Pony is one of

the few players left with a huge land holding in that area and

yes, a take over on Painted Pony is rumoured by some.