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CALGARY, Nov. 4 /CNW/ - Petro Andina Resources Inc. ("Petro Andina") (TSX:PAR) announces that the expected closing of the previously announced Plan of Arrangement (the "Arrangement") transaction involving Petro Andina, Pluspetrol Resources Corporation N.V., 1462627 Alberta Ltd. and Parex Resources Inc. ("Parex") is expected to occur, and be effective, on or about Friday, November 6, 2009, once all conditions of closing have been satisfied. To the extent that such conditions are not satisfied prior to November 6, 2009, closing may be delayed.
Conditional approval from the TSX Venture Exchange ("TSX-V") of the listing of the Parex common shares (TSX-V:PXT) and Parex share purchase warrants (TSX-V:PXT.W) issuable on the Arrangement has been received. Assuming all TSXV listing conditions are met, trading on the TSXV in the Parex common shares and Parex warrants is expected to commence on the opening of the market on the fourth business day after the effective date of the Arrangement. Petro Andina's Class A shares are expected to be delisted from the TSX on the close of the market on the third business day after the effective date of the Arrangement.
This news release does not constitute an offer to sell securities, nor is it a solicitation of an offer to buy securities, in any jurisdiction. All sales will be made through registered securities dealers in jurisdictions where the offering has been qualified for distribution. The securities offered are not, and will not be, registered under the securities laws of the United States of America, nor any state thereof and may not be sold in the United States of America absent registration in the United States or the availability of an exemption from such registration.
Certain statements regarding Petro Andina or Parex, including management's assessment of future plans and operations, may constitute forward-looking statements under applicable securities laws and necessarily involve known and unknown risks and uncertainties, most of which are beyond Petro Andina or Parex's control. Specifically, and without limitation, all statements included in this press release that address activities, events or developments that either Petro Andina or Parex expects or anticipates will or may occur in the future, including management's assessment of future plans and operations and statements with respect to the Arrangement and associated financings, timing of the final order or the Court approving the Arrangement and the effective date of the Arrangement and the stock exchange listing of securities issued under the Arrangement, may constitute forward-looking statements under applicable securities laws and necessarily involve known and unknown risks and uncertainties, most of which are beyond Petro Andina or Parex's control. These risks may cause actual financial and operating results, performance, levels of activity and achievements to differ materially from those expressed in, or implied by, such forward-looking statements. Although Petro Andina and Parex believe that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Such risks and uncertainties include, but are not limited to: the impact of general economic conditions in Canada, Argentina, Colombia and Trinidad & Tobago, industry conditions including changes in laws and regulations including adoption of new environmental laws and regulations, and changes in how they are interpreted and enforced, in Canada, Argentina, Colombia and Trinidad & Tobago, competition, the lack of availability of qualified personnel, fluctuations in commodity prices, the results of exploration and development drilling and related activities, imprecision in reserve estimates, the production and growth potential of Petro Andina's assets, fluctuations in foreign exchange or interest rates, the ability to access sufficient capital from internal and external sources, obtaining required approvals of regulatory authorities, in Canada, Argentina, Colombia and Trinidad & Tobago and consummation of the Arrangement being dependent on the satisfaction of customary closing conditions, the approval of Petro Andina's shareholders and the approval of the Court. Many of these risk factors are discussed in further detail in Petro Andina's Annual Information Form dated March 31, 2009 on file with Canadian securities commissions and in the Information Circular, which will be filed under Petro Andina's profile on SEDAR at www.sedar.com. Readers are also referred to the risk factors described in other documents that Petro Andina files from time to time with securities regulatory authorities.
Although the forward-looking statements contained in this Press Release are based upon assumptions which management believes to be reasonable, neither Petro Andina or Parex can assure shareholders that actual results will be consistent with these forward-looking statements. With respect to forward-looking statements contained in this press release, Petro Andina and Parex have made assumptions regarding: current commodity prices and royalty regimes; timing of receipt of regulatory approvals; availability of skilled labour; timing and amount of capital expenditures; future exchange rates; the price of oil and natural gas; the impact of increasing competition; conditions in general economic and financial markets; availability of drilling and related equipment; effects of regulation by governmental agencies; royalty rates; future operating costs; and other matters.
Accordingly, neither Petro Andina nor Parex give any assurance nor make any representations or warranty that the expectations conveyed by the forward-looking statements will prove to be correct and actual results may differ materially from those anticipated in the forward-looking statements. Neither Petro Andina or Parex undertake any obligation to publicly update or revise any forward-looking statements other than required by applicable securities law.
Neither the The Toronto Stock Exchange nor the TSX Venture Exchange has
reviewed and does not accept responsibility for the adequacy or accuracy
of this news release.
SOURCE PETRO ANDINA RESOURCES INC.
For further information: For further information: Michael Kruchten, Manager, Investor Relations, Petro Andina Resources Inc., Phone: (403) 517-1733, Fax: (403) 265-8216; Kenneth G. Pinsky, Vice President, Finance and Chief Financial Officer, Petro Andina Resources Inc., Phone: (403) 517-1729, Fax: (403) 265-8216