Petronova announces $30 million private placement
July 13 2012 - 5:00PM
PR Newswire (Canada)
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES./ CALGARY, July 13, 2012 /CNW/ -
PetroNova Inc. ("PetroNova" or the "Company") , a company engaged
in the exploration and development of oil and natural gas resources
in Colombia, today announced a non-brokered private placement of
units (the "Units") for aggregate proceeds of $30 million of which
$27 million will be collectively subscribed for by International
Finance Corporation ("IFC"), a member of the World Bank Group, and
the IFC African, Latin American and Caribbean Fund, LP (the
"Fund"). Each Unit will have a purchase price of $0.65 and
will consist of one common share of the Company, 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. Each whole Series A
Warrant entitles the holder to acquire an additional common share
of the Company at an exercise price of $1.25 for a period of three
years from the date of issue, subject to certain accelerated expiry
provisions. Each whole Series B Warrant entitles the holder
to acquire an additional common share of the Company at an exercise
price of $1.25 for a period of three years from the date of
issue. The promissory notes will be payable in one year
from date of issue. The Company plans to use the net proceeds from
the Investment to fund its drilling program in the Llanos and
Caguan-Putumayo Basins, to further delineate its assets and for
general corporate purposes. No agreement has been signed yet
between the parties and there are no assurances that any agreement
will be signed. Closing of the private placement is subject
to the entire $30 million being raised and has certain conditions,
including, among other things, receipt of approval by the TSX
Venture Exchange, approval by IFC's management and board of
directors, approval of the Fund's investment committee, approval of
the board of directors of the Company, and execution of final
documentation in form and substance satisfactory to IFC and the
Fund. The subscription agreement for IFC and the Fund will
contain certain rights including without limitation, information,
policy, nomination and pre-emptive rights. 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 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 of the Company trade on the TSX Venture Exchange
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 Company's private placement for $30
million, future exploration and development activities and the
timing thereof, including the Company's seismic acquisition and
drilling plans. In particular, this release contains forward
looking information relating to the completion of the private
placement, use of proceeds of the private placement. 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
Vincentelli President & Chief Executive Officer954 317 3990
antonio.vincentelli@petronova.comStelvio Di CeccoChief Financial
Officer954 317 3990stelvio.dicecco@petronova.comAbby
GarfunkelInvestor Relations403-218-2887agarfunkel@equicomgroup.com
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