Petroamerica announces closing of private placement of $35 million of senior secured notes
/NOT FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW/
CALGARY, April 19, 2012 /CNW/ - Petroamerica Oil Corp. (TSXV: PTA) ("Petroamerica" or the "Company"), a junior oil and gas company operating in Colombia, today announced that it has completed its previously disclosed sale, by way of private placement, of 3,500 units ("Units") of the Company at a price of $10,000 per Unit to raise gross proceeds of $35,000,000 (the "Offering").
Each Unit consists of a senior secured note of the Company with a par value of $10,000 and bearing interest at a rate of 11.5% per annum, payable quarterly with interest in arrears (the "Notes") and one common share purchase warrant (the "Warrant"). The Notes mature on April 19, 2015, with the first interest payment due on June 30, 2012. Each Warrant entitles the holder to acquire 10,000 common shares of the Company ("Common Shares") at a price of $0.20 per Common Share until April 19, 2015, such that a total of up to 35,000,000 Common Shares may be issued on the exercise of the Warrants. The Notes are secured by substantially all of the property of the Company and its subsidiaries' property and rank senior in right of payment and priority to any unsecured indebtedness of the Company and any subordinated indebtedness of the Company. The Offering was managed by Raymond James Ltd., with Deans Knight Capital Management Ltd., on behalf of its clients, purchasing 2,040 Units for gross proceeds of $20,400,000.
The Company will use the proceeds to fund the exploration, appraisal and development of petroleum assets in Colombia and for general corporate purposes through 2012 and into 2013.
This news release includes information that constitutes "forward-looking information" or "forward-looking statements". The forward-looking statements contained in this document, including expectations and assumptions concerning the expected date of the first payment of interest pursuant to the Notes and the expected use of proceeds from the Offering, are solely opinions and forecasts which are uncertain and subject to risks. A multitude of factors can cause actual events to differ significantly from any anticipated developments and although the Company believes that the expectations represented by such forward-looking statements are reasonable, undue reliance should not be placed on the forward-looking statements because there can be no assurance that such expectations will be realized. Material risk factors include, but are not limited to: the risks of the oil and gas industry in general, such as operational risks in exploring for, developing and producing crude oil and natural gas, market demand and unpredictable shortages of equipment and/or labour; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; fluctuations in oil and gas prices, foreign currency exchange rates and interest rates, and reliance on industry partners.
Neither the Company nor any of its subsidiaries nor any of its officers, directors or employees guarantees that the assumptions underlying such forward-looking statements are free from errors nor do any of the foregoing accept any responsibility for the future accuracy of the opinions expressed in this document or the actual occurrence of the forecasted developments.
The forward-looking statements contained in this document are made as of the date hereof and the Company 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 so required by applicable securities laws.
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.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The securities have not and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold in the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.For further information:
President and CEO