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TSX Venture Exchange
Trading Symbol: KIR
CALGARY, Nov. 25 /CNW/ - Kierland Resources Ltd. ("Kierland" or the "Company") announced that it will file articles of amendment to effect a name change to PetroSands Resources (Canada) Inc. and the consolidation of its issued and outstanding common shares on the basis of a ratio of ten (10) pre-consolidation shares for every one (1) post consolidation share, which is expected to be effective on or before November 30, 2010. The post-consolidation common shares will trade under the new trading symbol "PCA" and under the ISIN/CUSIP numbers ISIN CA 71676L1076; CUSIP 71676L107.
The name change and share consolidation were approved by shareholders at the Company's annual meeting held on November 16, 2010. Prior to the consolidation, the Company had 72,542,288 common shares issued and outstanding but as a result of the share consolidation it will have 7,254,229 common shares issued and outstanding.
Letters of transmittal with respect to the share consolidation were mailed to all of the Company's registered shareholders on October 21, 2010. To receive share certificates representing the post-consolidated shares, a registered shareholder must send the certificate representing pre-consolidated common shares, along with a properly executed letter of transmittal, to the Company's registrar and transfer agent, Equity Transfer & Trust Company, and otherwise comply with the instructions set out in the letter of transmittal. Additional copies of the letter of transmittal can be obtained from Equity Transfer & Trust Company, Suite 400, 200 University Ave, Toronto, Ontario, M5H 4HI.
The Company also announced today an additional non-brokered private placement of $100,000 of common shares issued on a "flow-through" basis at the price of $0.50 per share with one share purchase warrant at $1.00 per share for a period of 3 years. The shares will be subject to a four month hold period under applicable Canadian securities laws. Closing is subject to certain conditions, including the approval of the TSX Venture Exchange. It is anticipated that the proceeds will be used for an active fourth quarter drilling program and to conduct additional three-dimensional (3D) seismic programs. The proceeds of the private placement will be used to incur eligible Canadian exploration expenses for the purposes of the Income Tax Act (Canada), and will be renounced to the subscribers.
The Company believes that it is in its best interest and in the best interest of its shareholders to effect the share consolidation. Further details of the name change and share consolidation and the reasons therefore, are contained in the information proxy circular of the Company dated October 14, 2010, which can be found on SEDAR at www.sedar.com.
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.
About Kierland Resources Ltd.
Kierland Resources Ltd. is a publicly traded junior oil and gas company focused on exploration and development of oil and natural gas including Saskatchewan and Alberta. The Company remains focused on strategic acquisitions and aggressively expanding production, reserves and opportunistic transactions in this sector.
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.
Forward-Looking Statements and Information: The forward-looking statements contained in this document are based on certain key expectations and assumptions made by Kierland, including: (i) with respect to the anticipated closing dates of the transactions and financing, expectations and assumptions concerning timing of receipt of required shareholder, court and regulatory approvals and third party consents and the satisfaction of other conditions to the completion of the transactions and financing and (ii) with respect to the anticipated exploration and development opportunities, anticipated recovery factors, anticipated 2010 capital expenditures and the anticipated 2010 average and exit rates of production, expectations and assumptions concerning the success of future exploration and development activities, the performance of existing wells, the performance of new wells and prevailing commodity prices.
Although Kierland 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 Kierland 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, the failure to obtain necessary regulatory approvals or satisfy the conditions to closing the transactions and financing, risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), commodity price and exchange rate fluctuations and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures. Certain of these risks are set out in more detail in Kierland's Management Discussion and Analysis which has been filed on SEDAR and can be accessed at www.sedar.com.
The forward-looking statements contained in this document are made as of the date hereof and Kierland 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.
%SEDAR: 00021452E
For further information: For further information:
Chad Dust Telephone: Telephone: |
(403) 608 6505 (403) 975 6505 |
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