CALGARY, May 31, 2019 /CNW/ - Capitalised terms used in
this announcement (the "Announcement") have the meanings given to
them in the announcement made at 9.07
a.m. on 31 May 2019 regarding,
inter alia, the proposed placing (the "Placing Announcement"),
unless the context provides otherwise.
PetroTal Corp. ("PetroTal" or the "Company")
(TSX-V: TAL and AIM: PTAL), an independent oil and gas company with
assets and operations in Peru, is
pleased to announce that further to the Placing Announcement
released earlier today, the Bookbuild has been successful and is
now closed.
In order to satisfy demand from investors, but without causing
undue dilution to existing Shareholders, the Company has increased
the size of the Placing.
The Company has successfully placed 133,333,333 new Common
Shares at a Placing Price of 15 pence
per share, raising gross proceeds of £20 million.
The Placing was significantly oversubscribed and the book is
principally comprised of new UK institutional Shareholders. GMP
FirstEnergy, Numis and Pareto acted as the Joint Bookrunners in
relation to the Placing. Strand Hanson acted as Nominated
& Financial Adviser to the Company on the Placing.
Manolo Zúñiga, President and CEO of PetroTal commented:
"We are delighted with the results of the Placing, for which we
received demand for almost twice the initial base deal, and would
like to thank our investors for their participation. We
particularly welcome the new institutions who have joined the
Company today. The capital raised will allow PetroTal to pursue the
full development of our Bretaña oilfield where we anticipate
reaching production in excess of 10,000 bopd by the year end."
Admission to trading and total voting rights
Application has been made to the London Stock Exchange for the
admission Placing Shares to trading on AIM. It is expected that
Admission will occur and that dealings in the Placing Shares will
commence at 8.00 a.m. on 5 June 2019.
Following the issue of the Placing Shares, the Company will have
610,074,324 Common Shares in issue and there are no shares held in
treasury. Accordingly, this figure will be the total number of
voting rights in the Company and may be used by Shareholders as the
denominator for the calculations by which they determine if they
are required to notify their interest in, or change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Notes to Editors:
PetroTal is a publicly-traded, dual-listed (TSX-V: TAL and AIM:
PTAL) oil and gas development and production company domiciled in
Calgary, Alberta, focused on the
development of oil assets in Peru.
PetroTal's development asset is the Bretaña oil field in
Peru's Block 95 where oil
production was initiated in June
2018. Additionally, the Company has large exploration
prospects and is engaged in finding a partner to drill the Osheki
prospect in Block 107. The Company's management team has
significant experience in developing and exploring for oil in
Northern Peru and is led by a
Board of Directors that is focused on safely and cost effectively
developing and exploiting the Bretaña oil field. More
information on the Company can be found
at www.PetroTal-Corp.com.
IMPORTANT NOTICE
THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED AND
IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW
ZEALAND, JAPAN OR
SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED
INVESTORS AS DEFINED IN SECTION 2(7) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMENDED, (QUALIFIED INVESTORS) BEING
PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU
PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES
ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE)
(THE PROSPECTUS DIRECTIVE); AND (B) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS WHO ARE
PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
ORDER); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO
(D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC")
OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) OR (B) TOGETHER
BEING REFERRED TO AS RELEVANT PERSONS).
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVENT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD
CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles
9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures
(together, the "Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Placees should note
that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares
offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Joint Bookrunners
will only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of
doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares.
In this Announcement, unless the context requires, Placee
means a Relevant Person (including individuals, funds or others)
who has been invited to, and who chooses to, participate in the
Placing and by whom or on whose behalf a commitment to subscribe
for Placing Shares has been given.
No representation or warranty, express or implied, is made or
given by or on behalf of the Company, GMP FirstEnergy, Numis
or Pareto, or any of their respective Affiliates or any of
such persons' directors, officers or employees or any other person
as to the accuracy, completeness or fairness of the information or
opinions contained in this Announcement and no liability whatsoever
is accepted by the Company, GMP FirstEnergy, Numis or Pareto or any
of such persons' Affiliates, directors, officers or employees or
any other person for any loss howsoever arising, directly or
indirectly, from any use of such information or opinions or
otherwise arising in connection therewith.
This Announcement does not constitute an offer to sell or issue
or the solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction in which such offer or solicitation is
or may be unlawful.
Without prior written approval of the TSXV and compliance with
all applicable Canadian securities laws, the Placing Shares may not
be sold, transferred, hypothecated or otherwise traded on or
through the facilities of TSXV or otherwise in Canada or to or for the benefit of a Canadian
resident until the date that is four months and a day after the
date of issuance.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus
has been lodged with or registered by, the Australian Securities
and Investments Commission or the Japanese Ministry of Finance; and
the Placing Shares have not been, nor will they be, registered or
qualified for distribution, as applicable under or offered in
compliance with the securities laws of any state, province or
territory of United States,
Australia, New Zealand, Canada, Japan
or South Africa. Accordingly, the
Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into the United States, Australia, New
Zealand, Canada,
Japan or South Africa or any other jurisdiction outside
the United Kingdom.
GMP FirstEnergy, Numis and Pareto are each authorised and
regulated in the United Kingdom by
the FCA, and are each acting exclusively for the Company and no one
else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to the customers of
GMP FirstEnergy, Numis and Pareto or for providing advice in
relation to the matters described in this Announcement.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons into whose
possession this Announcement comes are required by the
Company, GMP FirstEnergy, Numis and Pareto to inform
themselves about, and observe, any such restrictions.
This Announcement does not constitute a recommendation
concerning any investors' options with respect to the Placing.
Investors and prospective investors should conduct their own
investigation, analysis and evaluation of the business and data
described in this Announcement. The price and value of securities
can go down as well as up. Past performance is not a guide to
future performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to subscribe for Placing Shares in the Placing a must be
made solely on the basis of publicly available information, which
has not been independently verified by GMP FirstEnergy, Numis
and/or Pareto.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
Market of the London Stock Exchange (AIM) and the TSXV.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, NEW
ZEALAND, SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES
NOT CONSTITUTE: (A) A PROSPECTUS OR OFFERING MEMORANDUM; (B) AN
ADMISSION DOCUMENT PREPARED IN ACCORDANCE WITH THE AIM RULES; OR
(C) AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF PETROTAL CORP. IN ANY JURISDICTION IN WHICH ANY SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED
BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION (REGULATION 596/2014/EU). UPON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
SOURCE PetroTal Corporation