VANCOUVER, July 24, 2017 /CNW/ - PentaNova Energy Corp. (the
"Company") (TSXV: PNO) is pleased to provide an update on
the acquisition of 100% of the shares of Patagonia Oil Corp.
Patagonia is a private British Virgin
Islands company focused on oil and gas plays in
Argentina. Patagonia has renegotiated certain of its
agreements to acquire oil and gas assets in Argentina and now has binding agreements to
acquire 39% interest in the Llancanelo Exploitation asset, 100% of
the Km8 assets, 18% carried interest in La Mariposa, 54.14% in SRDE
Production, 7.92% in SRDE Exploitation which were previously
described in the Company's May 3,
2017 news release. The revised agreements result in
payments in cash of US$1.9 million
(previously advanced) and further cash payments of US$9.5 million at closing, US$5.5 million within 5 months of closing and US
$7.8 million from future production
at Llancanelo, a further payment of US$800,000 on KM8 is due on the next equity or
debt financing by the Company and the vendors participating in the
financing by taking approximately 37 million units instead of cash,
this is equivalent to CDN$29.6
million. The Company has also negotiated an extension until
Oct 18, 2017 of the exclusivity
period to negotiate a farm in on a further 11% of Llancanelo by
paying a US$500,000 deposit.
The Company has placed a concurrent non-brokered financing of
subscription receipts at a price of $0.80 per subscription receipt for minimum gross
proceeds of $16 million and maximum
gross proceeds of $20 million.
Each subscription receipt will automatically exchange into a unit
(the "Units") of the Company concurrently with closing of
the acquisition of the outstanding shares of
Patagonia. Each Unit will consist of one common
share and one share purchase warrant exercisable into one
additional common share at a price of $1.05 per share for a period of five years.
If there is sufficient distribution, the Company will apply
to the TSX.V to list the warrants. A fee will be payable on a
portion of the financing.
Finder and success fees of 2,250,000 million shares is payable
to third parties.
The Company is also pleased to announce that Serafino Iacono, Hernan
Martinez, Jaime
Perez-Branger, Francisco
Sole, Frank Giustra,
Jeffrey Scott, Susannah Pierce and Gord Keep have been
appointed to the Board of Directors of the Company and Serafino Iacono as Executive Chairman of the
Company. The Company has also appointed Luciano Biondi as CEO, Gregg Vernon as President, Chris Reid as CFO, Francisco Bustillos as V.P. Corporate
Development & Admin and Warren
Levy as President, Argentinian Operations.
The Company also announces that 77,750,000 common shares of the
Company that were issued on closing of its RTO with PentaNova BVI
Ltd. and which are subject to TSXV resale restrictions will also be
subject to a one year voluntary pooling restriction, and will
afterwards be released as to 25% every six months.
Trading in the common shares of the Company has been halted in
accordance with the policies of the Exchange and will remain halted
until such time as all required documentation has been filed with
and accepted by the Exchange in connection with the Patagonia
acquisition and permission to resume trading has been obtained from
the Exchange.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Forward-Looking Information
Except for the statements of historical fact, this news
release contains "forward-looking information" within the meaning
of the applicable Canadian securities legislation that is based on
expectations, estimates and projections as at the date of this news
release. The information in this news release about the
completion of the transaction described herein, and other
forward-looking information includes but is not limited to
information concerning the intentions, plans and future actions of
the parties to the transactions described herein and the terms of
such transaction.
Factors that could cause actual results to differ materially
from those described in such forward-looking information include,
but are not limited to, risks related to the Company's or
Patagonia's inability to satisfy a condition precedent to the
completion of the transaction (including obtaining necessary
regulatory approvals), other risks related to completion of the
transactions and risks related to the inability of either of the
Company or Patagonia to perform their respective obligations under
the transactions.
The forward-looking information in this news release reflects
the current expectations, assumptions and/or beliefs of the Company
based on information currently available to the Company. In
connection with the forward-looking information contained in this
news release, the Company has made assumptions about the Company's
ability to complete the transactions and Patagonia's ability to
complete the acquisition of the Assets. The Company has also
assumed that no significant events will occur outside of the
Company's normal course of business. Although the Company believes
that the assumptions inherent in the forward-looking information
are reasonable, forward-looking information is not a guarantee of
future performance and accordingly undue reliance should not be put
on such information due to the inherent uncertainty
therein.
Any forward-looking information speaks only as of the date on
which it is made and, except as may be required by applicable
securities laws, the Company disclaims any intent or obligation to
update any forward-looking information, whether as a result of new
information, future events or results or otherwise.
SOURCE PentaNova Energy Corp.