PetroNova announces signing of Subscription Agreements with IFC and the IFC ALAC Fund and further details on $30 million privat
September 10 2012 - 6:00AM
PR Newswire (Canada)
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES./ CALGARY, Sept. 10, 2012 /CNW/
- TSX-V: PNA - Further to the press release of PetroNova Inc.
("PetroNova" or the "Company") dated July 13, 2012, whereby the
Company announced a non-brokered private placement of units (the
"Units") for aggregate gross proceeds of approximately $30 million
(the "Offering"), PetroNova is pleased to announce that it has
entered into an equity, warrant and note subscription agreement
dated September 7, 2012 with the International Finance Corporation
("IFC") and an equity, warrant and note subscription agreement
dated September 7, 2012 with the IFC African, Latin American and
Caribbean Fund, LP (the "IFC ALAC Fund") (collectively, the
"Subscription Agreements"). Subject to the terms and
conditions contained in the Subscription Agreements, the Company
has agreed to sell and IFC has agreed to purchase 23,076,923 Units
for gross proceeds of approximately $15 million and the IFC ALAC
Fund has agreed to purchase 18,461,538 Units for gross proceeds of
approximately $12 million. PetroNova is expected to issue up
to 4,615,385 Units to additional investors on substantially the
same terms as Units issued to IFC and the IFC ALAC Fund for an
additional investment of up to an aggregate of $3 million. Each
Unit will have a purchase price of $0.65 per Unit and will consist
of one common share of the Company (a "Common Share"), ½ of one
Series A Warrant, ½ of one Series B Warrant and a pro rata portion
of $4.5 million in convertible promissory notes (the
"Notes"). Each whole Series A Warrant entitles the holder to
acquire an additional Common Share at an exercise price of $1.25
per Common Share for a period of three years from the date of
issue, subject to accelerated expiry in certain circumstances as
described below. Each whole Series B Warrant entitles the
holder to acquire an additional Common Share at an exercise price
of $1.25 per Common Share for a period of three years from the date
of issue. The Notes are payable by way of Common Shares
(or, in accordance with its terms, cash) on August 15, 2013.
The Common Shares payable pursuant to the Notes is calculated by
dividing the face value of the Notes by the 20 day volume weighted
average price of the Common Shares on the TSX Venture Exchange (the
"TSXV"). If, at any time, following one year from the date of
issuance of the Series A Warrants, (i) at least two exploration
wells have been drilled on the PUT-2 Block and one exploration well
has been drilled on the Tinigua Block of the Caguan-Putumayo Basin
of Colombia and (ii) the trading price of the Common Shares on the
TSXV or other senior Canadian stock exchange on which the Common
Shares may then be listed, exceeds two dollars and thirty five
cents ($2.35) for 60 consecutive trading days or more, then, within
five (5) business days the Company may provide a notice of
acceleration of the expiry of the Series A Warrants to the holders
(a "Notice of Acceleration") with respect to all of the Series A
Warrants held at such time by such holders, and such Series A
Warrants will expire 60 days after the Notice of Acceleration is
delivered to the holders. In addition, the IFC ALAC Fund will
acquire one series A preferred share in the capital of PetroNova
for $0.01 (the "Series A Preferred Share"). The holder of the
Series A Preferred Share will have the right to nominate and elect
one director to PetroNova's board of directors. Upon
completion of the Offering, the IFC will also receive a pre-emptive
right on future equity issuances of the Company for so long as the
IFC holds any securities of the Company. The IFC ALAC Fund
will receive an identical pre-emptive right on future equity
issuances of the Company for so long as the IFC ALAC Fund holds any
securities of the Company. The Company plans to use the net
proceeds from the Offering to fund its drilling program in the
Llanos and Caguan-Putumayo Basins, to further delineate its assets
and for general corporate purposes. The Offering has been
conditionally approved by the TSXV and is expected to close on or
about September 28, 2012, following the satisfaction or waiver of
all the closing conditions. A copy of the Subscription
Agreements will be available on the Company's SEDAR profile at
www.sedar.com. About IFC: IFC, a member of the World Bank Group, is
the largest global development institution focused exclusively on
the private sector. IFC helps developing countries achieve
sustainable growth by financing investment, providing advisory
services to businesses and governments, and mobilizing capital in
the international financial markets. In fiscal 2011, amid economic
uncertainty across the globe, IFC helped its clients create jobs,
strengthen environmental performance, and contribute to their local
communities. For more information, visit www.ifc.org. About the IFC
African, Latin America and Caribbean Fund: The IFC ALAC Fund, LP is
a $1 billion fund that has commitments from six sovereign and
pension investors, as well as IFC. The IFC ALAC Fund was launched
in April 2010 and is focused on making equity and equity-related
investments in Africa, Latin America, and the Caribbean. About
PetroNova: The Company, through its subsidiaries, is engaged in the
exploration for, and the acquisition and development of, oil and
natural gas resources in South America, specifically in Colombia.
The Company's assets currently include the Company's interests in
the PUT-2 and Tinigua Blocks located in the Caguan-Putumayo Basin
in Colombia, both of which are operated by the Company, and the
non-operated CPO-06, CPO-07 and CPO-13 Blocks located in the Llanos
Basin in Colombia. The Common Shares trade on the TSXV under the
stock symbol "PNA". 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. Forward-Looking
Information: Certain statements contained in this press release
constitute forward-looking statements. These statements relate to
future events or the Company's future performance. All statements
other than statements of historical fact are forward-looking
statements. The use of any of the words "anticipate", "intend",
"plan", "continue", "estimate", "budget", "targeting", "project",
"expect", "may", "will", "might", "should", "could", "believe",
"predict" and "potential" and similar expressions are intended to
identify forward-looking statements. Such statements represent the
Company's internal projections, estimates, expectations, beliefs,
plans, objectives, assumptions, intentions or statements about
future events or performance. These statements involve known and
unknown risks, uncertainties and other factors that may cause
actual results or events to differ materially from those
anticipated in such forward-looking statements. Management believes
the expectations reflected in these forward-looking statements are
reasonable but no assurance can be given that these expectations
will prove to be correct and such forward-looking statements
included in this press release should not be unduly relied upon.
These statements speak only as of the date of this press release.
In particular, this press release contains forward-looking
statements pertaining to the relating to the terms of the Offering,
the completion of the Offering, the use of proceeds of the Offering
and future exploration and development activities and the timing
thereof, including the Company's drilling plans. With respect to
forward-looking statements contained in this press release,
assumptions have been made regarding, among other things: general
economic, market and business conditions in Colombia and globally;
future crude oil and natural gas prices; the continued availability
of capital, undeveloped lands and skilled personnel; the ability to
obtain equipment in a timely manner to carry out exploration and
development activities; the regulatory framework governing
royalties, taxes and environmental matters in Colombia and any
other jurisdictions in which the Company may conduct its business
in the future; the ability of the Company to obtain the necessary
approvals, permits and licences to conduct its operations; future
capital and exploration expenditures to be made by the Company;
future sources of funding for the Company's exploration program;
the geography of the areas in which the Company is exploring; and
adequate weather and environmental conditions. In relation to
the to the private placement, the material factors and assumptions
include that management will be able to raise the gross proceeds of
$30,000,000, that the Company will obtain all necessary approvals,
and that the board of directors will not determine that it is in
the best interests of the Company to change the intended use of
proceeds. Actual results could differ materially from those
anticipated in these forward-looking statements as a result of
certain risk factors, including, but not limited to: general
economic, market and business conditions; risks related to the
exploration, development and production of oil and natural gas;
risks inherent in the Company's international operations, including
security and legal risks in Colombia; risks related to the timing
of completion of the Company's projects; competition for, among
other things, capital, the acquisition of resources and skilled
personnel; actions by governmental authorities, including changes
in government regulation and taxation; the failure of the Company
to obtain the necessary approvals, permits and licences to conduct
its operations; environmental risks and hazards; the availability
of capital on acceptable terms; the failure of the Company or the
holder of certain licenses or leases to meet specific requirements
of such licenses or leases; adverse claims made in respect of the
Company's properties or assets; failure to engage or retain key
personnel; geological, technical, drilling and processing problems,
including the availability of equipment and access to properties;
failure by counterparties to make payments or perform their
operational or other obligations to the Company in compliance with
the terms of contractual arrangements between the Company and such
counterparties; and the other factors discussed under the heading
"Risk Factors" in the Company's annual information form for the
year ended December 31, 2011 and the Company's other continuous
disclosure documents filed from time to time with applicable
securities regulatory authorities in Canada and which may be
accessed on the PetroNova's SEDAR profile at www.sedar.com. Readers
are cautioned that the foregoing lists of factors are not
exhaustive. The forward-looking statements included in this press
release are expressly qualified by this cautionary statement and
are made as of the date of this press release. The Company does not
undertake any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or results or otherwise, except as required by
applicable securities laws. PetroNova Inc. CONTACT: Antonio
VincentelliPresident & Chief Executive Officer 954 317
3990antonio.vincentelli@petronova.com Stelvio Di CeccoChief
Financial Officer954 317 3990stelvio.dicecco@petronova.comAbby
GarfunkelInvestor Relations403-218-2887agarfunkel@tmxequicom.com
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