/NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES OR TO UNITED STATES NEWS WIRE SERVICES/
CALGARY, Jan. 8 /CNW/ - Colonia Energy Corp. ("Colonia" or the "Company") (TSX VENTURE:CLA) is pleased to announce that it has completed its acquisition of all of the issued and outstanding shares of Duce Oil Ltd. ("Duce"), as previously detailed in its press release dated November 23, 2009 (the "Acquisition"). The total consideration paid by Colonia under the Acquisition was $31.1 million, consisting of $28.1 million in cash and 15,000,000 common shares of Colonia ("Common Shares"). The cash portion of the Acquisition was funded from the proceeds raised pursuant to the Company's issuance of subscription receipts detailed in its press release dated December 9, 2009 and underwritten by a syndicate of underwriters co-led by GMP Securities L.P. and Peters & Co. Limited and including Genuity Capital Markets, Macquarie Capital Markets Canada Ltd., Acumen Capital Finance Partners Limited, CIBC World Markets Inc., Dundee Securities Corporation and Paradigm Capital Inc.
In connection with closing of the Acquisition, Mr. Dallas Duce, the sole principal of Duce, has agreed to join the board of directors of Colonia, subject to approval from the TSX Venture Exchange.
In addition, Colonia intends to enter into purchase agreements with Duce's minority working interest partners to acquire their working interests for consideration of approximately $4.1 million, consisting of $3.8 million in cash and 1,500,000 Common Shares (the "Minority Interest Acquisitions"). Colonia anticipates the closing of the Minority Interest Acquisitions will be within the next 45 days.
With the completion of the Acquisition, each of the outstanding subscription receipts of Colonia issued in connection with its recent subscription receipt financing and each of the outstanding subscription receipts issued by Duce pursuant to its separate non-brokered private placement have been automatically converted, for no additional consideration, into one Common Share of Colonia. Such Common Shares are subject to a hold period under applicable Canadian securities laws expiring on April 10, 2010.
The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
This press release contains forward-looking statements. More particularly, this press release contains statements concerning the Minority Interest Acquisitions. Although Colonia believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Colonia can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks that the relevant parties will fail to enter into purchase agreements to give effect to the Minority Interest Acquisitions and risks that the conditions required to close such acquisitions will not be satisfied, including the risk that any required regulatory or third party approvals or consents may not be obtained on terms satisfactory to the parties.
The forward-looking statements contained in this press release are made as of the date hereof and Colonia 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.
SOURCE COLONIA ENERGY CORP.
For further information: For further information: Colonia Energy Corp., Michael Erickson, President & CEO, (403) 355-8922 or Colonia Energy Corp., Alex Wylie, Vice-President, Finance & CFO, (403) 410-3376 or Colonia Energy Corp, Suite 725, 435 - 4th Avenue S.W., Calgary, AB, T2P 3A8