Veraz Petroleum Ltd. announces changes to Birch Lake financing and
impact on previously announced arrangement
CALGARY,
Nov. 29, 2012 /CNW/ - Veraz Petroleum
Ltd. ("Veraz") (NEX: VRZ) announced today that Birch Lake
Energy Inc. ("Birch Lake") (TSXV:BLK) has amended the terms
of its previously announced non-brokered private placement (the
"Birch Lake Financing") such that it will now issue and sell
up to a maximum of 10,000,000 common shares ("Birch Lake
Shares") at a price of $0.10 per
share and up to a maximum of 8,333,334 Birch Lakes Shares on a
flow-through basis at a price of $0.12 per share. Birch Lake had previously
announced that under the Birch Lake Financing it would sell up to
8,333,350 Birch Lake Shares at a price of $0.12 per share and up to 7,142,900 Birch Lake
Shares on a flow-through basis at a price of $0.14 per share.
The changes to the terms of the Birch Lake
Financing will not have any impact on the terms of the previously
announced plan of arrangement whereby Birch Lake will acquire all
of the issued and outstanding common shares ("Veraz Shares")
of Veraz on the basis of 0.112100125 of a Birch Lake Share for each
Veraz Share (the "Arrangement"). However, as a result
of the increase in the number of Birch Lake Shares that may be
issued pursuant to the Birch Lake Financing and the reduction in
the offer price, Veraz shareholders may experience additional
dilution pursuant to the Birch Lake Financing. Under the old
Birch Lake Financing terms, there would have been approximately
73,417,467 Birch Lake Shares outstanding following the Arrangement
and the closing of a fully subscribed Birch Lake Financing, of
which former Veraz shareholders would have held approximately
8.2%. Under the new Birch Lake Financing terms, there will be
approximately 76,274,551 Birch Lake Shares outstanding following
the Arrangement and the closing of a fully subscribed Birch Lake
Financing, of which former Veraz shareholders will hold
approximately 7.9%.
The arrangement agreement dated November 21, 2012 between Veraz and Birch Lake
has been amended by way of a consent and waiver document (the
"Arrangement Amending Agreement") to reflect the changes to
the Birch Lake Financing. A copy of the Arrangement Amending
Agreement is available on SEDAR at www.sedar.com.
For further information with respect to the
Arrangement and Birch Lake, please refer to the information
circular and proxy statement (the "Circular") of Veraz which
has been mailed to Veraz shareholders in connection with the
special meeting of shareholders to be held on December 20, 2012 to consider and approve the
Arrangement, a copy of which is available on SEDAR. In
accordance with the terms of the Interim Order made by the Court of
Queen's Bench of Alberta on
November 23, 2012 in respect of the
Arrangement, this press release amends information contained in the
Circular in respect of the Birch Lake Financing and related
matters.
Forward Looking Statements
This press release contains certain statements
which constitute forward-looking statements or information
("forward-looking statements"), including statements regarding the
Arrangement, the Birch Lake Financing and the number of Birch Lake
Shares that will be outstanding following completion of the
Arrangement. Such forward-looking statements are subject to
numerous risks and uncertainties, some of which are beyond Veraz's
control, including the ability of Birch Lake and Veraz to satisfy
the conditions to completion of the Arrangement and otherwise
complete the Arrangement, and the ability of Birch Lake to complete
the Birch Lake Financing. Although Veraz believes that the
expectations in the forward-looking statements are reasonable, they
are based on factors and assumptions concerning future events which
may prove to be inaccurate. Those factors and assumptions are based
upon currently available information. Such statements are subject
to known and unknown risks, uncertainties and other factors that
could influence actual results or events and cause actual results
or events to differ materially from those stated, anticipated or
implied in the forward-looking statements. As such, readers are
cautioned not to place undue reliance on the forward-looking
statements, as no assurance can be provided as to future results,
levels of activity or achievements. The forward-looking statements
contained in this document are made as of the date of this document
and, except as required by applicable law, Veraz does not undertake
any obligation to publicly update or to revise any of the included
forward-looking statements, whether as a result of new information,
future events or otherwise. The forward-looking statements
contained in this document are expressly qualified by this
cautionary statement.
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.
SOURCE Veraz Petroleum Ltd.