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CALGARY, Dec. 1, 2017 /CNW/ - Sterling Resources
Ltd. ("Sterling" or the "Corporation") (TSXV:
SLG) and PetroTal Ltd. ("PetroTal") are pleased to announce
that a filing statement (the "Filing Statement") prepared in
accordance with the requirements of the TSX Venture Exchange (the
"TSXV") in connection with the previously announced business
combination of Sterling and PetroTal pursuant to a plan of
arrangement (the "Proposed Transaction") has been filed
under Sterling's profile on SEDAR and is available at
www.sedar.com.
For additional information about the Proposed Transaction,
please see the joint press release of Sterling and PetroTal dated
November 9, 2017, which is available
under Sterling's profile on SEDAR at www.sedar.com.
The Proposed Transaction is currently anticipated to close on or
about December 11, 2017. Closing of
the Proposed Transaction is subject to a number of conditions
including, but not limited to, the completion of a brokered private
placement offering of subscription receipts for aggregate gross
proceeds of a minimum of USD$25
million (the "Financing") anticipated to close on
December 8, 2017 and closing
conditions customary to a transaction of the nature of the Proposed
Transaction, including those described in the Filing Statement.
PetroTal is pleased to announce that it is anticipated that the
aggregate gross proceeds of the Financing will be approximately
USD$34 million. The Financing is
being co-led by Eight Capital and Pareto Securities AS on behalf of
a syndicate of investment dealers that includes PillarFour
Securities Inc.
Eight Capital is acting as financial advisor to PetroTal and
PillarFour Securities LLP is acting as financial advisor to
Sterling with respect to the Proposed Transaction.
Trading in the shares of the issuer resulting from the Proposed
Transaction (the "Resulting Issuer") is expected to commence
on the TSXV under the name "Sterling Resources Ltd." shortly after
closing and following the issuance by the TSXV of its final
bulletin in respect of the Proposed Transaction. The trading symbol
of the Resulting Issuer will be "SLG".
About Sterling
Sterling is a publicly-traded company listed on the TSXV, and
incorporated under the laws of Alberta. Sterling was previously engaged in
the exploration for, and the development and production of, crude
oil and natural gas in the United
Kingdom and the
Netherlands. In May 2017,
before the Proposed Transaction was entered into, Sterling
commenced a plan to wind-up and dissolve the company. The plan
involved redeeming all issued and outstanding bonds, cancelling and
paying in full Sterling's credit facilities, disposing of all
funding arrangements for projects, and completing three consecutive
cash distributions to the holders of Sterling common shares, with
the final cash distribution set to be issued immediately prior to
Sterling's formal dissolution. With all of Sterling's debt disposed
of, and one of the cash distributions completed before the Proposed
Transaction, on June 30, 2017,
Sterling's remaining assets consisted of approximately USD$19 million in net working capital as at
September 30, 2017.
About PetroTal
PetroTal, a company incorporated under the laws of Alberta, is a private junior oil and gas
exploration, development and production company formed for the
purpose of acquiring, and subsequently enhancing and producing oil
and gas from properties in Latin
America. PetroTal currently has no production and has not
conducted active operations since its incorporation.
Additional Information
Additional information regarding the Proposed Transaction will
be made publicly available by Sterling and PetroTal in due
course.
Reader Advisory
Completion of the Proposed Transaction is subject to a number
of conditions, including but not limited to, TSXV acceptance.
There can be no assurance that the Proposed Transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
Filing Statement, any information released or received with respect
to the Proposed Transaction may not be accurate or complete and
should not be relied upon.
This press release is not an offer of the securities for sale
in the United States. The securities have not been registered
under the United States Securities Act of 1933, as amended, and may
not be offered or sold in the United
States absent registration or an exemption from
registration. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in any state in which such offer,
solicitation or sale would be unlawful.
The TSXV has in no way passed upon the merits of the Proposed
Transaction and has neither approved nor disapproved of the
contents of this press release.
Neither the 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.
Forward-Looking Statements
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws. 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. The forward-looking statements and
information are based on certain key expectations and assumptions
made by Sterling, including expectations and assumptions concerning
Sterling, PetroTal, the Resulting Issuer, the Proposed Transaction,
the Financing, the timely receipt of court, TSXV and regulatory
approvals and the satisfaction of other closing conditions in
accordance with the terms of the arrangement agreement entered into
between Sterling and PetroTal. Although Sterling believes that the
expectations and assumptions on which such forward-looking
statements and information are based are reasonable, undue reliance
should not be placed on the forward-looking statements and
information because Sterling can give no assurance that they will
prove to be correct. By its nature, such forward-looking
information is subject to various risks and uncertainties, which
could cause the actual results and expectations to differ
materially from the anticipated results or expectations expressed.
Readers are cautioned not to place undue reliance on this
forward-looking information, which is given as of the date hereof,
and to not use such forward-looking information for anything other
than its intended purpose. Sterling undertakes no obligation to
update publicly or revise any forward-looking information, whether
as a result of new information, future events or otherwise, except
as required by law.
SOURCE Sterling Resources Ltd.