THE WOODLANDS, TX, March 13, 2014 /CNW/ - Porto Energy Corp., ("Porto")
(TSXV:PEC), today announced that Porto and its wholly-owned subsidiary
Mohave Oil and Gas Corporation ("Mohave" or the "Company") have entered
into a non-binding term sheet (the "Agreement") with Integrity Growth
Capital LLC (the "Lead Investor Representative") on behalf of
accredited investors, for a private placement of senior unsecured
convertible promissory notes (the "Notes") in the principal minimum
amount of US$10 million and up to US$15 million (the "Financing"). The
proceeds from the Financing will be used to drill, test and complete
one Lias unconventional resource well and for other corporate purposes
as determined by a Committee of the holders of Notes.
The Notes will be convertible into Mohave common stock. The applicable
conversion rate of each Note shall be determined in a manner such that
the holders of the Notes, in the aggregate, will own ninety percent
(90%) of the outstanding voting capital stock of Mohave at the time of
the conversion. The remaining 10% of the Company at the time of the
conversion will be owned by Porto.
The closing of the Financing is expected to occur on or before May 31,
2014 and, if successful, is subject the negotiation and execution of
definitive agreements, board approval, the approval of Porto
shareholders and regulatory approval including the satisfaction of
customary conditions of the TSXV. Porto is no longer pursuing the
non-brokered private placement announced in its press release dated
November 12, 2013.
In connection with the Company's seismic data sales agreement with
TGS-NOPEC Geophysical Company ASA as disclosed in its press release
dated January 29, 2014, approval from the Portuguese government has yet
to be received. Management anticipates receiving this approval soon.
Porto's common shares trade on the TSX Venture Exchange under the symbol
PEC. Porto currently has 198,954,653 common shares outstanding. The
Company currently has $500,000 in cash.
About Porto Energy Corp.
Porto Energy Corp. is an international oil and gas company engaged in
the exploration of crude oil and natural gas in Portugal, including the
appraisal of a gas discovery. Through its wholly owned subsidiary,
Mohave Oil And Gas Corporation (a Texas corporation with branch offices
in Portugal), Porto holds working interests in seven concessions in
Portugal's Lusitanian Basin totaling 1.6 million net acres. Through its
exploration efforts to date, Porto has identified seven major
exploration trends over its concessions and generated more than 45
prospects and leads. Porto Energy's shares trade on the TSX Venture
Exchange under the ticker symbol "PEC". For more information on Porto
Energy visit www.portoenergy.com.
This press release contains certain forward-looking statements. These
statements relate to future events or Porto's future performance. All
statements other than statements of historical fact are forward-looking
statements. The use of any of the words "anticipate", "plan",
"continue", "estimate", "expect", "may", "will", "project", "should",
"believe", "predict" and "potential" and similar expressions are
intended to identify forward-looking statements. 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. No assurance can be
given that these expectations will prove to be correct and such
forward-looking statements should not be unduly relied upon. These
forward-looking statements are made as of the date of this press
release and Porto does not undertake to update any forward-looking
statements that are contained in this press release, except in
accordance with applicable securities laws.
Neither 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.
SOURCE: Porto Energy Corp.
For further information:
Heath Cleaver - Chief Financial Officer