CALGARY, May 13, 2016 /CNW/ - ArPetrol Ltd. ("ArPetrol" or the "Company") is pleased to announce that it has received approval from the holders of common shares of ArPetrol ("Shareholders") for the previously announced sale of substantially all of its assets (the "Transaction") to Empresa Nacional Del Petróleo, the state owned oil and gas company of Chile, and its subsidiary ENAP Sipetrol Argentina S.A. Shareholder approval of the Transaction was received at the Annual and Special Meeting of Shareholders held in Calgary, Alberta on May 13, 2016 (the "Meeting"). The Transaction was approved by approximately 94% of the common shares voted at the Meeting. The Company has also received the conditional approval of the TSX Venture Exchange ("TSXV") to the Transaction and, as such, receipt of the Shareholder approval removed the last significant condition required to be met prior to the closing of the Transaction which is scheduled for May 19, 2016 ("Closing").
At the Meeting, the Shareholders also approved the voluntary liquidation and dissolution of the Company and the delisting of the common shares from the TSXV in connection with the Transaction. The Company does not currently intend to apply for delisting from the TSXV until after the first distribution, but the TSXV may on its own initiative delist the Common Shares or transfer the listing to the NEX Board. Also approved at the Meeting was the reelection of all Directors and the reappointment of Deloitte as Company auditors. Further details in respect of the Transaction and these related matters, including expectations with respect to the timing and amount of distributions to be made to Shareholders, can be found in the Company's Information Circular dated April 4, 2016 (the "Information Circular") which was mailed to Shareholders in connection with the Meeting and is available under the Company's profile on the SEDAR website at www.sedar.com.
About ArPetrol Ltd.
ArPetrol is a Calgary-based publicly traded company engaged in oil and natural gas exploration, development and production and third-party natural gas processing in Argentina, where it owns and operates a gas processing facility with capacity of 85 mmcf/d. The Company's common shares are listed on the TSX Venture Exchange ("TSXV") under the symbol "RPT".
Certain information provided in this press release constitutes forward-looking statements and information within the meaning of applicable securities laws. Specifically, and without limitation, this press release contains forward-looking statements and information relating to the anticipated timing for Closing and delisting of the common shares. Forward‐looking information typically contains statements with words such as "anticipate", "believe", "forecast", expect", "plan", "intend", "estimate", "propose", "project", or similar words suggesting future outcomes. The Company cautions readers and prospective investors in the Company's securities not to place undue reliance on forward‐looking information as, by its nature, it is based on current expectations regarding future events that involve a number of assumptions, inherent risks and uncertainties, which could cause actual results to differ materially from those anticipated by the Company.
In respect of the forward-looking statements and information set out in this press release, the Company has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to operations and revenues continuing in the normal course without disruption, the ability of the Company to satisfy, in a timely manner, all remaining conditions to Closing and the delisting process of the TSXV.
There are a number of risk factors associated with the completion of the Transaction that could cause actual results to differ materially from those anticipated by the Company, including but not limited to risks and uncertainties inherent in the nature of the Transaction including the risk of a material adverse change to the Company's assets or revenue occurring prior to Closing or other events which may impact the ability of the remaining conditions to Closing to be satisfied or the TSXV delisting the common shares earlier than expected. Readers should also refer to "Forward Looking Statements" and "Meeting Matters – Approval of the Asset Sale Transaction - Risk Factors Associated with the Asset Sale Transaction and – Approval of Voluntary Delisting of the Common Shares from the TSXV – Risk Factors for Delisting" in the Information Circular for a further discussion of the risks associated with the Transaction.
The forward‐looking information included herein is expressly qualified in its entirety by this cautionary statement. The forward‐looking information included herein is made as of the date hereof and the Company assumes no obligation to update or revise any forward‐looking information to reflect new events or circumstances, except as required by law.
Additional information relating to the Company is also available on SEDAR at www.sedar.com.
Neither the TSXV nor its Regulation Services Provider (as defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
SOURCE ArPetrol Ltd.
For further information: Ian Habke, Interim President and Chief Financial Officer, [email protected]; ArPetrol Ltd., Main Phone: 403-263-6738