ST. HELIER, Jersey, Sept. 5, 2012 /CNW/ - PetroKamchatka Plc
("PetroKamchatka" or the "Corporation"), an international junior oil
exploration company incorporated in the Bailiwick of Jersey, announces
that it has closed a private placement of U.S.$100,000 principal amount
convertible note (the "Note") with N&M Capital Limited, a corporation
controlled by Maxim Sidorin, the Chief Executive Officer of the
Corporation. The Note has a one-year term and bears no interest. The
Note gives effect to the consolidation (the "Consolidation") of the
common shares in the capital of the Corporation, which will consolidate
the common shares on the basis of 1 new common share for each 100
common shares held immediately prior to the Consolidation. The
Consolidation was approved by shareholders of the Corporation on August
22, 2012 and is expected to become effective shortly. Each of the
holder of the Note and the Corporation may convert all or any portion
of the principal amount of the Note into post-Consolidation common
shares at a price of $0.50 per post-Consolidation common share (equal
to $0.005 pre-Consolidation common share) commencing on the later of
(a) the effective date of the Consolidation and (b) the date the
Corporation's common shares commence trading on TSX Venture Exchange
subsequent to the lifting of the current trading halt.
The Note was sold pursuant to applicable registration and prospectus
exemptions in Canada. The Note and the underlying common shares upon
conversion of the principal amount of the Note are subject to a
four-month hold period in accordance with applicable securities laws.
The private placement of the Note is subject to final acceptance by the
The Corporation intends to use the net proceeds from the private
placement to finance the independent oil and gas reserve report to be
prepared by DeGolyer & MacNaughton in accordance with National
Instrument 51-101 (the "Report"). The Report will encompass reserve
estimates on the three licences that form the Corporation's Farm-in
Agreement with East Siberian Resources Ltd., as announced on June 27,
2012. The Report is required to be submitted to and reviewed by the TSX
Venture Exchange prior to lifting the current trading halt on the
The Corporation is also pleased to announce that Mr. Maxim Sidorin has
been appointed Chief Executive Officer effective September 5, 2012.
Mr. Sidorin previously was President and CEO of East Siberian Resources
("ESR") from 2010 until May 2012. Prior to joining ESR he was involved
in a number of private equity transactions in various industries
including oil and gas, holding such positions as partner and executive
director at Bank-T, a Russian national bank. Previously he was a
founding shareholder and a non-executive director of Timan Oil & Gas
"I am very excited with the opportunity to advance the Corporation's oil
and gas exploration and development efforts in Russia, both pursuant to
the Farm-in Agreement with ESR as well as other possible initiatives to
grow the Corporation" said Mr. Sidorin.
Mr. Graeme Phipps, the previous CEO, will retain the positions of
President and Chairman of the Board of Directors.
Mr. Phipps stated "With the shareholders' approving the name change to
EastSiberian Plc and the 100 for 1 share consolidation, the Corporation
has completed its reorganization efforts. The appointment of Maxim
Sidorin as CEO is an important step in the Corporation's strategic plan
to raise funds and carry out its obligations as set out in the Farm-in
Agreement." The name change and consolidation are expected to become
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.
Forward looking Statements or Information
Certain statements included in this news release constitute
forward-looking statements or forward-looking information under
applicable securities legislation. Such forward-looking statements or
information are provided for the purpose of providing information about
management's current expectations and plans relating to the future.
Readers are cautioned that reliance on such information may not be
appropriate for other purposes, such as making investment decisions.
Forward-looking statements or information typically contain statements
with words such as "anticipate", "believe", "expect", "plan", "intend",
"estimate", "propose", "project" or similar words suggesting future
outcomes or statements regarding an outlook. Forward-looking statements
or information concerning PetroKamchatka in this news release may
include, but are not limited to statements or information with respect
to: the proposed Consolidation, the preparation of the Report, the
trading of the shares on the TSX Venture Exchange, the proposed name
change,the proposed financing and size of such financing, the timing
and results of such events,, and the proposed use of proceeds from the
private placement of the Note, and the appointment of Mr. Sidorin as
President. Forward-looking statements or information are based on a
number of factors and assumptions which have been used to develop such
statements and information but which may prove to be incorrect.
Although PetroKamchatka believes that the expectations reflected in
such forward-looking statements or information are reasonable, undue
reliance should not be placed on such statements because PetroKamchatka
can give no assurance that such expectations will prove to be correct.
In addition to other factors and assumptions which may be identified in
this news release, assumptions have been made regarding, among other
things, the timely receipt of any required regulatory approvals and the
terms of the Note. Readers are cautioned that the foregoing list is not
exhaustive of all factors and assumptions which have been used.
Forward-looking statements or information are based on current
expectations, estimates and projections that involve a number of risks
and uncertainties which could cause actual results to differ materially
from those anticipated by PetroKamchatka and described in the
forward-looking statements or information. These risks and
uncertainties may cause actual results to differ materially from the
forward-looking statements or information.
The forward-looking statements or information contained in this news
release are made as of the date hereof and PetroKamchatka undertakes no
obligation to update publicly or revise any forward-looking statements
or information, whether as a result of new information, future events
or otherwise unless required by applicable securities laws. The
forward-looking statements or information contained in this news
release are expressly qualified by this cautionary statement.
SOURCE: PetroKamchatka Plc
For further information:
St. Helier, Jersey
St. Helier, Jersey,
Tel: +44 7733 363 016 or +1 403 630 2367
Vice President, Corporate Planning
c/o 1000, 505 - 3rd Street S.W.
Calgary, Alberta, Canada
Tel: +1 403 984 5132
Cell: +1 403 690 6230
For further information in respect of the Corporation, please visit the PetroKamchatka Plc website at: www.petrokamchatka.com