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CALGARY, Dec. 7 /CNW/ - P1 Energy Corp. ("P1" or the "Corporation") is pleased to announce that it has entered into an amalgamation agreement ("Amalgamation Agreement") with APO Energy Inc. ("APO") in connection with their previously announced business combination (the "Amalgamation"). The Amalgamation is subject to the approval of the shareholders of both P1 and APO and both companies have scheduled special meetings of their respective shareholders for December 20, 2010 to consider and approve the Amalgamation. P1 and APO anticipate mailing a joint information document outlining the details and terms of the Amalgamation, to its shareholders on or about December 7, 2010.
P1 is also pleased to announce that it has closed its previously announced brokered private placement (the "Offering"). GMP Securities L.P. and Canaccord Genuity Corp. acted as co-lead agents in a syndicate that included Raymond James Ltd., Clarus Securities Inc. and Haywood Securities Inc. (collectively, the "Agents") in connection with the Offering.
Pursuant to the Offering, the Corporation issued 18,512,783 subscription receipts ("Subscription Receipts") at price of $2.75 per Subscription Receipt for aggregate gross proceeds of approximately $50.9 million. A transfer or resale by a holder of Subscription Receipts, or a transfer or resale by a holder of shares issued upon the exercise of the Subscription Receipts, is subject to customary hold periods and resale restrictions under applicable securities laws.
The proceeds from the Offering have been deposited in escrow with Equity Financial Trust Company pending the satisfaction of certain conditions, including the receipt of all necessary regulatory, shareholder and debenture holder approvals of the previously announced amalgamation transaction (the "Amalgamation").
Upon all conditions being met to the co-lead Agent's satisfaction, the proceeds of the Offering will be released to P1 and each Subscription Receipt will be exchanged for one common share of P1 without any further action on the part of the holder immediately prior to the effective time of the Amalgamation. At the effective time of the Amalgamation, each common share issued pursuant to the deemed exercise of the Subscription Receipts will be exchanged pursuant to the Amalgamation for one common share in the amalgamated entity without any further action on the part of the holder. If closing of the Amalgamation does not take place by December 31, 2010 or the Amalgamation is terminated at any earlier time (or P1 or APO has announced to the public that it does not intend to proceed with the Amalgamation), holders of the Subscription Receipts will be entitled to a return of their full subscription price and their pro rata entitlement to the interest earned on the escrowed funds.
The Corporation hereby confirms, and the Agents acknowledge, that the proceeds from the Offering, if released to the Corporation upon satisfaction of the Escrow Release Conditions in accordance with the terms and conditions herein and in the Subscription Receipt Agreement, will be used by the Corporation to fund the Corporation's capital program including acquisition of 2D and 3D seismic, certain property payments and drilling of the Corporation's exploration projects and for general working capital purposes, including the repayment of debt.
P1 Energy is a Calgary, Alberta based Corporation engaged in the exploration, development and production of petroleum in Colombia.
For further information: For further information:
VP Business Development & Investor Relations
P: +1 403 984-4224 ext 302