/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
CALGARY, Sept. 15 /CNW/ - Petrolifera Petroleum Limited ("Petrolifera" or the "Corporation") (PDP - TSX) announces that it has closed a non-brokered private placement of 1,137,500 units ("Units") at a price of $0.88 per Unit to directors and officers of the Corporation for gross proceeds of $1,001,000 (the "Private Placement"). Each Unit consists of one common share in the capital of the Corporation (each, a "Common Share") and one-half of one Common Share purchase warrant of the Corporation (each whole Common Share purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share (each a "Warrant Share") at an exercise price of $1.20 per Warrant Share at any time up to 5:00 pm (Calgary time) on August 28, 2011. In the event that the 20-day volume weighted average price of the Common Shares on the Toronto Stock Exchange (or such other stock exchange or quotation system on which the Common Shares are listed and where a majority of the trading volume occurs), exceeds $2.50, the Corporation may, within five business days after such an event, provide notice to the holders of Warrants ("Warrantholders") of early expiry and thereafter the Warrants will expire on the date which is 30 days after the date of the notice to the Warrantholders.
The Units offered pursuant to the Private Placement were issued on the same terms as those offered pursuant to the recent public offering (the "Public Offering") by the Corporation of 56,820,000 Units and 8,523,000 Units upon the exercise of the underwriters' over-allotment option, as previously announced on August 28, 2009 and September 4, 2009, respectively.
The net proceeds of the Private Placement will be added to the proceeds from the Public Offering and will be used to fund a portion of the Corporation's 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.
After giving effect to the Private Placement, Petrolifera now has 121,758,510 Common Shares and 33,240,250 Warrants outstanding.
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, as amended (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 Private Placement. 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. 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.
SOURCE PETROLIFERA PETROLEUM LIMITED
For further information: For further information: Richard A. Gusella, Executive Chairman or Gary D. Wine, President and Chief Operating Officer or Kristen Bibby, Vice-President, Finance and Chief Financial Officer, Petrolifera Petroleum Limited, Phone: (403) 538-6201, Fax: (403) 538-6225, email@example.com, www.petrolifera.ca