/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION
IN THE UNITED STATES./
CALGARY, Dec. 12, 2017 /CNW/ - Sterling Resources Ltd.
("Sterling" or the "Corporation") (TSXV: SLG) and
PetroTal Ltd. ("PetroTal") are pleased to announce the
closing of PetroTal's previously announced brokered private
placement offering of 34,000,000 subscription receipts (the
"Subscription Receipts") for aggregate gross proceeds of
USD$34 million (the
"Financing"). The Financing was completed through a
syndicate of investment dealers co-led by Eight Capital and Pareto
Securities and including PillarFour Securities Inc.
Each Subscription Receipt will be exchangeable into one common
share in the capital of PetroTal without any further action
required on the part of the holder of the Subscription Receipt and
without payment of any additional consideration, upon the closing
of the business combination of Sterling and PetroTal (the
"Proposed Transaction") as further described in the filing
statement of the Corporation dated November
29, 2017 (the "Filing Statement").
About Sterling
Sterling is a publicly-traded company listed on the TSX Venture
Exchange (the "TSXV") with its common shares listed and
posted for trading on the TSXV under the symbol "SLG".
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.
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 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 and PetroTal believe 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 neither Sterling nor PetroTal can give any
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 and PetroTal
undertake 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.
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.
SOURCE Sterling Resources Ltd.