PetroNova announces signing of Subscription Agreements with IFC and the IFC ALAC Fund and further details on $30 million private placement
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CALGARY, Sept. 10, 2012 /CNW/ - TSX-V: PNA - Further to the press release of PetroNova Inc. ("PetroNova" or the "Company") dated July 13, 2012, whereby the Company announced a non-brokered private placement of units (the "Units") for aggregate gross proceeds of approximately $30 million (the "Offering"), PetroNova is pleased to announce that it has entered into an equity, warrant and note subscription agreement dated September 7, 2012 with the International Finance Corporation ("IFC") and an equity, warrant and note subscription agreement dated September 7, 2012 with the IFC African, Latin American and Caribbean Fund, LP (the "IFC ALAC Fund") (collectively, the "Subscription Agreements"). Subject to the terms and conditions contained in the Subscription Agreements, the Company has agreed to sell and IFC has agreed to purchase 23,076,923 Units for gross proceeds of approximately $15 million and the IFC ALAC Fund has agreed to purchase 18,461,538 Units for gross proceeds of approximately $12 million. PetroNova is expected to issue up to 4,615,385 Units to additional investors on substantially the same terms as Units issued to IFC and the IFC ALAC Fund for an additional investment of up to an aggregate of $3 million.
Each Unit will have a purchase price of $0.65 per Unit and will consist of one common share of the Company (a "Common Share"), 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 (the "Notes"). Each whole Series A Warrant entitles the holder to acquire an additional Common Share at an exercise price of $1.25 per Common Share for a period of three years from the date of issue, subject to accelerated expiry in certain circumstances as described below. Each whole Series B Warrant entitles the holder to acquire an additional Common Share at an exercise price of $1.25 per Common Share for a period of three years from the date of issue. The Notes are payable by way of Common Shares (or, in accordance with its terms, cash) on August 15, 2013. The Common Shares payable pursuant to the Notes is calculated by dividing the face value of the Notes by the 20 day volume weighted average price of the Common Shares on the TSX Venture Exchange (the "TSXV").
If, at any time, following one year from the date of issuance of the Series A Warrants, (i) at least two exploration wells have been drilled on the PUT-2 Block and one exploration well has been drilled on the Tinigua Block of the Caguan-Putumayo Basin of Colombia and (ii) the trading price of the Common Shares on the TSXV or other senior Canadian stock exchange on which the Common Shares may then be listed, exceeds two dollars and thirty five cents ($2.35) for 60 consecutive trading days or more, then, within five (5) business days the Company may provide a notice of acceleration of the expiry of the Series A Warrants to the holders (a "Notice of Acceleration") with respect to all of the Series A Warrants held at such time by such holders, and such Series A Warrants will expire 60 days after the Notice of Acceleration is delivered to the holders.
In addition, the IFC ALAC Fund will acquire one series A preferred share in the capital of PetroNova for $0.01 (the "Series A Preferred Share"). The holder of the Series A Preferred Share will have the right to nominate and elect one director to PetroNova's board of directors. Upon completion of the Offering, the IFC will also receive a pre-emptive right on future equity issuances of the Company for so long as the IFC holds any securities of the Company. The IFC ALAC Fund will receive an identical pre-emptive right on future equity issuances of the Company for so long as the IFC ALAC Fund holds any securities of the Company.
The Company plans to use the net proceeds from the Offering to fund its drilling program in the Llanos and Caguan-Putumayo Basins, to further delineate its assets and for general corporate purposes.
The Offering has been conditionally approved by the TSXV and is expected to close on or about September 28, 2012, following the satisfaction or waiver of all the closing conditions. A copy of the Subscription Agreements will be available on the Company's SEDAR profile at www.sedar.com.
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 IFC ALAC Fund was launched in April 2010 and is focused on making equity and equity-related investments in Africa, Latin America, and the Caribbean.
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 trade on the TSXV 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.
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 relating to the terms of the Offering, the completion of the Offering, the use of proceeds of the Offering and future exploration and development activities and the timing thereof, including the Company's drilling plans. 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.
SOURCE: PetroNova Inc.For further information:
President & Chief Executive Officer
954 317 3990
Stelvio Di Cecco
Chief Financial Officer
954 317 3990