CALGARY,
Dec. 31, 2012 /CNW/ - Petromanas
Energy Inc. ("Petromanas") (TSXV: PMI) and Gallic Energy Ltd.
("Gallic") (TSXV: GLC) are pleased to announce that Petromanas has
completed its previously announced acquisition of Gallic pursuant
to a plan of arrangement under the Business Corporations Act
(Alberta) (the
"Arrangement"). In accordance with the Arrangement,
Petromanas acquired all of the issued and outstanding class A
shares of Gallic in a transaction valued at approximately
$11 million. Gallic
shareholders received an aggregate of 62,653,259 Petromanas shares,
being 0.3736 of a Petromanas share for each Gallic class A share
held and Gallic warrantholders received replacement warrants of
Petromanas exercisable for an aggregate of 26,581,640 Petromanas
shares. Details of the replacement warrants are as
follows:
Expiry Date |
Number of Petromanas
Shares Issuable |
Exercise Price |
April 13, 2013 |
10,741,000 |
$1.61 |
August 30, 2013 |
15,840,640 |
$0.27 |
The Gallic class A shares are expected to be
delisted from the TSX Venture Exchange on or about January 4, 2013.
The acquisition provides the combined company
with Petromanas' core assets in Albania, Gallic's core assets in France and additional exploration acreage in
Australia. It will also
provide the combined shareholders with exposure to the Shpirag-2
well which is currently being drilled in Albania and additional wells which are
expected to be drilled in Albania
and France during 2013. The
combined entity holds in excess of 3.3 million gross acres (2.9
million net acres) of exploration lands, including 1 million acres
in Australia where it has been
identified as the preferred bidder.
About Petromanas
Petromanas is an international oil and gas
company focused on the exploration and development of its assets in
Albania and France. Petromanas, through its wholly-owned
subsidiaries, holds three Production Sharing Contracts ("PSCs")
with the Albanian government, two exploration permits in the
Aquitaine basin of France and
additional exploration acreage in the Canning basin of Australia. Under the terms of its exploration
contracts, Petromanas holds in excess of 3.3 million gross acres
(2.9 million net acres) of exploration lands, including 1 million
acres in Australia where it has
been identified as the preferred bidder.
Forward-Looking Information
This press release contains forward-looking
forward-looking information and statements within the meaning of
applicable securities laws and are based on the expectations,
estimates and projections of management of Petromanas and Gallic as
of the date of this news release unless otherwise stated. The use
of any of the words "expect", "anticipate", "continue", "estimate",
"objective", "ongoing", "may", "will", "project", "should",
"believe", "plans", "intends" and similar expressions are intended
to identify forward-looking information or statements. More
particularly and without limitation, this press release contains
forward-looking information and statements concerning the timing of
the delisting of the class A shares of Gallic and the drilling of
certain wells in Albania and
France.
In respect of the forward-looking information
and statements, Petromanas and Gallic have provided such in
reliance on certain assumptions that it believes are reasonable at
this time, including assumptions as to the ability of Petromanas
and Gallic to receive, in a timely manner, the necessary stock
exchange approval in respect of the delisting of the Gallic shares,
as well as expectations and assumptions concerning the success of
operations and exploration and development activities; the
availability of capital to fund planned expenditures; prevailing
regulatory, tax and environmental laws and regulations; and the
ability to secure necessary personnel, equipment and
services.
Since forward-looking information and
statements address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Actual
results could differ materially from those currently anticipated
due to a number of factors and risks. These include, but are
not limited to, risks associated with the inability to secure
necessary stock exchange approval in the time assumed or the need
for additional time to satisfy other conditions related to the
delisting of the Gallic shares, and, in respect of forward-looking
information relating to operational matters, risks associated with
the oil and gas industry in general, such as: risks and liabilities
inherent in oil, natural gas liquids and natural gas exploration,
development and operations; general economic conditions in
Canada, the United States, France, Australia, Albania and globally; competition for, among
other things, capital, equipment, resources, undeveloped lands and
skilled personnel; incorrect assessments of the value of
acquisitions and exploration and development programs; geological,
technical, drilling and processing problems and other difficulties
in indentifying, developing and producing resources and reserves;
actions by governmental authorities, the availability of capital on
acceptable terms; and fluctuations in foreign exchange or interest
rates and stock market volatility.
Accordingly, readers should not place undue
reliance on the forward-looking information and statements
contained in this press release.
Additional information on other factors that
could affect the operations or financial results of Petromanas are
included in reports on file with applicable securities regulatory
authorities, including but not limited to; Petromanas' Annual
Information Form for the year ended December
31, 2011 which may be accessed on Petromanas' SEDAR profile
at www.sedar.com.
The forward-looking information and
statements contained in this press release are made as of the date
hereof and Petromanas undertakes no obligation to update publicly
or revise any forward-looking information or statements, whether as
a result of new information, future events or otherwise, unless so
required by applicable securities laws.
Neither TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV
accepts responsibility for the adequacy or accuracy of this
release.
SOURCE Petromanas Energy Inc.