Petrolifera announces equity offering



    
    /NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
    DISSEMINATION IN THE UNITED STATES/
    

    CALGARY, Aug. 12 /CNW/ - Petrolifera Petroleum Limited (the "Corporation"
or "Petrolifera" - PDP - TSX) is pleased to announce that it has filed a
preliminary short form prospectus in each of the provinces of Canada, other
than Québec, in connection with a public offering (the "Offering") of units
("Units") of Petrolifera for aggregate gross proceeds of up to $50 million.
Each Unit will consist of one common share in the capital of the Corporation
(each, a "Common Share") and one-half of one Common Shares purchase warrant of
the Corporation (each whole Common Share purchase warrant, a "Warrant"). The
Offering will be conducted through a syndicate of underwriters (the
"Underwriters") which will be led by Thomas Weisel Partners Canada Inc.,
Cormark Securities Inc. and RBC Capital Markets. Pursuant to the terms of the
Offering, the Corporation has agreed to grant the Underwriters an
over-allotment option to purchase additional Units equal to up to 15% of the
Units sold pursuant to the Offering, exercisable at any time, in whole or in
part, up to 30 days from the closing of the Offering.
    The Offering will be priced in the context of the market with the final
terms of the Offering, including the terms of the Warrants, to be determined
at the time of pricing. The net proceeds of the Offering will be used by the
Corporation to fund a portion of its exploration capital expenditure program,
primarily in Colombia during the balance of 2009 and into 2010, to reduce
indebtedness relating to the Corporation's reserve-backed credit facility and
for working capital.
    The Units will be sold publicly in each the provinces Canada, other than
Québec, on a private placement basis in the United States pursuant to
exemptions from the registration requirements of the U.S. Securities Act of
1933, as amended (the "1933 Act"), in the United Kingdom in accordance with
applicable local securities legislation and regulations such that no
prospectus, registration statement or similar document is required to be filed
in any such jurisdiction and such other jurisdictions as may be agreed to by
the Corporation and the Underwriters. The Offering is scheduled to close on or
about August 28, 2009 and is subject to certain customary conditions and
regulatory approvals, including but not limited to the approval of the Toronto
Stock Exchange.

    This news release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States or any other
jurisdiction outside of Canada, nor shall there be any sale of the securities
in any jurisdiction in which such offer, solicitation or sale would be
unlawful. The Units offered, including Common Shares and Warrants which
comprise such Units, have not been, and will not be, registered under the 1933
Act, or any state securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the 1933 Act and applicable state securities laws.

    Petrolifera Petroleum Limited is a Calgary-based crude oil, natural gas
and natural gas liquids exploration, development and production company with
operations in Argentina, Colombia and Peru. The Corporation's main production
platform is at Puesto Morales Norte in Argentina. Extensive undeveloped lands
are held in all three countries, including three licenses in Peru and three
blocks in Colombia.

    Forward-Looking Statements: This news release contains certain
"forward-looking information" within the meaning of applicable securities law
including statements regarding the proposed use of proceeds of the Offering.
Forward-looking information is frequently characterized by words such as
"plan", "expect", "project", "intend", "believe", "anticipate", "estimate",
"may", "will", "would", "potential", "proposed" and other similar words, or
statements that certain events or conditions "may" or "will" occur. These
statements are only predictions. Forward-looking information is based on the
opinions and estimates of management at the date the information is provided,
and is subject to a variety of risks and uncertainties and other factors that
could cause actual events or results to differ materially from those projected
in the forward-looking information. These factors include the inherent risks
involved in the exploration and development of oil and natural gas properties
and the possibility of unanticipated costs and expenses. Completion of the
proposed Offering is subject to certain risks and uncertainties including
market risk with respect to marketing and pricing of the Units, receipt of all
required regulatory approvals, including from the Toronto Stock Exchange,
completion of due diligence by the Underwriters and the satisfaction of all
conditions to closing. For a description of the risks and uncertainties facing
Petrolifera and its business and affairs, readers should refer to
Petrolifera's Annual Information Form for the year ended December 31, 2008.
Petrolifera undertakes no obligation to update forward-looking statements if
circumstances or management's estimates or opinions should change, unless
required by law. The reader is cautioned not to place undue reliance on
forward-looking statements.





For further information:

For further information: Richard A. Gusella, Executive Chairman or
Kristen Bibby, Vice President, Finance and Chief Financial Officer, Phone:
(403) 538-6201, Fax: (403) 538-6225, inquiries@petrolifera.ca, Website:
www.petrolifera.ca

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PETROLIFERA PETROLEUM LIMITED

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