Madalena Announces Assignment of Convertible Loan
August 14 2017 - 07:30AM
Madalena Energy Inc. ("Madalena" or the "Company") (TSXV:MVN)
(OTCQX:MDLNF) announces that Hispania Petroleum S.A. ("Hispania")
has assigned the convertible loan provided by Hispania to the
Company pursuant to the convertible loan agreement dated May 8,
2017 (the "Capex Loan") to KD Energy International Capital Limited
("KD Energy"), a British Virgin Islands company wholly-owned by
family trusts of Mr. Jose D. Penafiel and Mr. Alejandro Penafiel
(the "Assignment"). Pursuant to the terms of the Assignment,
Hispania shall remain responsible for the obligations of KD Energy
under the Capex Loan.
Madalena has provided its consent to the
Assignment, which is required pursuant to the terms of the Capex
Loan, as it understands that the Assignment was undertaken by
Hispania and KD Energy for succession planning within the Penafiel
family, which family holds, directly or indirectly, all of the
issued and outstanding common shares of each Hispania and KD
Energy.
Pursuant to Section 1.10(a) of Policy 4.1 of the
TSX Venture Exchange ("TSXV") Corporate Finance Manual ("Policy
4.1"), if the issuance of securities pursuant to a private
placement will result in the creation of a new "Control Person",
then the TSXV will require the company to obtain shareholder
approval. The Capex Loan is considered, for the purposes of Policy
4.1, to be a private placement and the TSXV defines "Control
Person" as any person that holds or is one of a combination of
persons that holds a sufficient number of any of the securities of
a company so as to affect materially the control of the company, or
that holds more than 20% of the outstanding common shares except
where there is evidence showing that the holder of those securities
does not materially affect the control of the company. Pursuant to
the terms of the Capex Loan, it is likely that KD Energy will
acquire or have the ability to acquire more than 20% of the
outstanding common shares in the capital of Madalena and thereby
become a "Control Person" of the Company. The Capex Loan will not
proceed unless (among other things) shareholder approval has been
obtained by the Company in the manner prescribed by Section 1.10 of
Policy 4.1 for the creation of KD Energy as a "Control
Person". It is anticipated that Madalena shareholder approval
for the creation of KD Energy as a "Control Person" will be sought
at the Company's upcoming annual and special meeting of
shareholders.
About Madalena EnergyMadalena
is an independent, Canadian focused upstream oil and gas company
with operations in four provinces of Argentina where it is
primarily focused on the delineation of unconventional oil and gas
resources. The Company is implementing horizontal drilling and
completions technology to develop both its conventional and
resource plays.
Madalena trades on the TSX Venture Exchange
under the symbol MVN and on the OTCQX under the symbol MDLNF.
For further information please
contact:
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Jose
PenafielChief Executive Officeremail:
jpenafiel@madalenaenergy.comphone: (403) 262-1901 |
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Alejandro A. PenafielDirectoremail:
apenafiel@madalenaenergy.comphone: (403) 262-1901 |
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Reader Advisories
Forward Looking Information
The information in this news release contains
certain forward-looking statements. These statements relate to
future events or our future performance, in particular, but not
limited to, with respect to matters related to the Company’s future
plans and the timing of certain matters. All statements other than
statements of historical fact may be forward-looking statements.
Forward-looking statements are often, but not always, identified by
the use of words such as "seek", "anticipate", "plan", "continue",
"estimate", "approximate", "expect", "may", "will", "project",
"predict", "potential", "targeting", "intend", "could", "might",
"should", "believe", "would" and similar expressions. These
statements involve substantial known and unknown risks and
uncertainties, certain of which are beyond the Company's control,
including: the impact of general economic conditions; industry
conditions; changes in laws and regulations including the adoption
of new environmental laws and regulations and changes in how they
are interpreted and enforced; third-party performance; fluctuations
in commodity prices and foreign exchange and interest rates; stock
market volatility and market valuations; volatility in market
prices for oil and natural gas; liabilities inherent in oil and
natural gas operations; uncertainties associated with estimating
oil and natural gas reserves; competition for, among other things,
capital, acquisitions, of reserves, undeveloped lands and skilled
personnel; incorrect assessments of the value of acquisitions;
changes in income tax laws or changes in tax laws and incentive
programs relating to the oil and gas industry; geological,
technical, drilling and processing problems and other difficulties
in producing petroleum reserves; and obtaining required approvals
of regulatory authorities. The Company's actual results,
performance or achievement could differ materially from those
expressed in, or implied by, such forward-looking statements and,
accordingly, no assurances can be given that any of the events
anticipated by the forward-looking statements will transpire or
occur or, if any of them do, what benefits the Company will derive
from them. These statements are subject to certain risks and
uncertainties and may be based on assumptions that could cause
actual results to differ materially from those anticipated or
implied in the forward-looking statements. The forward-looking
statements in this news release are expressly qualified in their
entirety by this cautionary statement. Except as required by law,
the Company undertakes no obligation to publicly update or revise
any forward-looking statements. Investors are encouraged to review
and consider the additional risk factors set forth in the Company's
Annual Information Form, which is available on SEDAR at
www.sedar.com.
Neither the TSX Venture Exchange nor its
Regulation Service Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
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