Petro Uno Resources Ltd. Announces Qualifying Transaction


    CALGARY, Jan. 22 /CNW/ - Petro Uno Resources Ltd. ("Petro Uno" or the
"Corporation") announced today that it has entered into a definitive purchase
and sale agreement (the "Ballater Agreement") whereby the Corporation has
agreed to acquire all of the issued and outstanding shares of Ballater
Resources Ltd. ("Ballater"), a private company incorporated under the laws of
the Province of Alberta in 1985. The Corporation intends for the acquisition
of Ballater to constitute its Qualifying Transaction (the "Qualifying
Transaction") as such term is defined in the policies of the TSX Venture
Exchange (the "TSX-V"). Upon completion of the Qualifying Transaction, the
Corporation anticipates meeting the Tier 2 listing requirements of the TSX-V
for an Oil & Gas Issuer.
    Pursuant to the terms of the Ballater Agreement dated January 17, 2008,
Petro Uno intends to acquire 100% of the issued and outstanding shares of
Ballater, an arm's length company to Petro Uno, from its owner-operator (the
"Vendor"), for consideration of $2,950,000 cash. A deposit of $75,000 has been
delivered by Petro Uno to the Vendor in connection with the Qualifying
Transaction, of which $25,000 is non-refundable. The Qualifying Transaction
will not be subject to approval by the shareholders of the Corporation as it
is an arm's length transaction to the Corporation.

    Description of Ballater
    Ballater's principal business consists of certain oil properties located
in Alberta, producing approximately 40 to 45 bbls/d of long life, high net
back light oil production, including Red Earth (gross 2,240/net 1,573a), Loon
(gross 640/net 283a) and Lanaway (gross 480a/net 294a).
    Through the Ballater Agreement, Petro Uno will acquire an estimated
191,400 BOE in reserves, of which 90% is proved producing. Of these reserves,
93% is light oil equating to an acquisition metric of $15.45 per BOE on a P+P
basis with a reserve life index of over 13 years.

                       SUMMARY OF OIL AND GAS RESERVES
                           as of September 1, 2007
                                 Natural Gas
                   Light and (non-associated     Natural Gas
                  Medium Oil    & associated)        Liquids  Oil Equivalent
               Gross     Net   Gross     Net   Gross     Net   Gross     Net
               (Mbbl)  (Mbbl)  (Mmcf)  (Mmcf)  (Mbbl)  (Mbbl)  (Mbbl)  (Mbbl)
       Producing 158     153      52      28     4.4     2.3     171     160
       Producing   0       0       0       0       0       0       0       0
      Undeveloped  0       0       0       0       0       0       0       0
     PROVED      158     153      52      28     4.4     2.3     171     160
    PROBABLE      20      19       0       0       0       0      20      19
     PROBABLE    178     172      52      28     4.4     2.3     191     179

    Ballater's reserves were evaluated and the results thereof were complied
in a report, by AJM Petroleum Consultants ("AJM"), independent geological
petroleum consultants of Calgary, Alberta. AJM's report on Ballater's reserves
is effective September 1, 2007 (as prepared September 11, 2007), based on
AJM's June 2007 pricing and the information presented in the table above is
derived from this report.
    Financial statements prepared by management of Ballater for the period
ending June 30, 2007, reported current assets of $371,897, total assets of
$540,576 and shareholder's equity of $204,588. Ballater also reported current
liabilities of $335,989 and no long term liabilities. Ballater's expenses for
the period totalled $564,388, of which $441,990 were reported as salaries and

    Concurrent with the closing of the Qualifying Transaction, Petro Uno
expects to complete a brokered private placement (the "Private Placement"), on
a best efforts basis, led by Emerging Equities Inc. (the "Agent") of Calgary,
Alberta. Closing of the Qualifying Transaction is subject to the successful
completion of the Private Placement. The Private Placement will consist of
3,000,000 units priced at $0.40 per unit (a "Unit"), each Unit consisting of
one common share in the capital of Petro Uno (a "Common Share") and one half
of one Common Share purchase warrant, each full Common Share purchase warrant
being exercisable at $0.60 for one year, for gross proceeds of $1,200,000. The
Agent will receive cash commission of seven and one half percent (7.5%) of the
gross proceeds of the Private Placement plus a corporate finance fee of
$15,000. The Agent will also receive a 12-month option to purchase that number
of Units equal to seven and one half percent (7.5%) of the number of Units
subscribed for under the Private Placement, exercisable at a price per Unit of
$0.40. Petro Uno intends that the proceeds from the Private Placement will be
used for financing Petro Uno's obligations under the Ballater Agreement, Petro
Uno's general working capital requirements and, provided that the Qualifying
Transaction is completed, for exploring other oil and gas opportunities. Petro
Uno is also securing a $1,250,000 demand loan from Alberta Treasury Branches
(ATB), conditional upon completion of the Ballater transaction.

    Sponsorship of Qualifying Transaction
    Sponsorship of a qualifying transaction of a capital pool company is
required by the TSX-V unless exempt in accordance with TSX-V policies. Petro
Uno intends to apply for an exemption from the sponsorship requirements. If
Petro Uno is unsuccessful in obtaining such exemption, the Corporation will be
required to obtain a sponsor.
    This is an initial press release and Petro Uno's Common Shares will
remain halted until such time as permission to resume trading has been
obtained from the TSX-V.
    A further press release will be issued at such time as, among other
things, the following occur:
    (i) further details relating to the Qualifying Transaction have been
    (ii) further details relating to the Private Placement have been
determined; or
    (iii) Petro Uno is required by applicable law to disclose information
that has occurred subsequent to this press release.

    About Petro Uno
    Petro Uno is a capital pool company whose principal business is the
identification and evaluation of assets or businesses with a view to
completing a Qualifying Transaction. Upon completion of the Ballater
transaction, the Insiders of the Corporation (as defined in the policies of
the TSX-V) will remain unchanged. Biographies of the Insiders are as follows:

    William E. Ambrose - Chairman, President, Chief Executive Officer,
    Director and Promoter

    Mr. Ambrose is the Chairman of Renegade Oil & Gas Inc., a private oil and
gas company. Mr. Ambrose received his B.Sc. degree from Colorado State
University and his MBA from the University of Denver. Mr. Ambrose has 35 years
experience in the oil and gas industry. From 1972 Mr. Ambrose has had various
positions with public companies in the oil and gas industry, including, Rocky
Mountain Energy Corp., Firesteel Resources Inc. and Consolidated Global
Minerals Ltd.. He is resident in Calgary, Alberta.

    Arthur Halleran - Director

    Mr. Halleran received his B.Sc. degree in Geology and Msc. degree in
Geology from the University of British Columbia and his Ph.D. in Geology from
the University of Calgary. Mr. Halleran has 26 years technical experience in
the oil and gas industry. Mr. Halleran has had various positions with
companies in the oil and gas industry, including, Hygait Resources Ltd., Rally
Energy Corp., Rocky Mountain Energy Corp., Camro Resources Ltd., Chevron
Canada Capital Co. and Trivalence Mining Corporation. He is resident in
Calgary, Alberta

    Donald Boykiw - Director

    Mr. Boykiw is a lawyer who has practiced with the firm Osler, Hoskin &
Harcourt LLP since 2005. Prior to joining Osler, Hoskin & Harcourt LLP, Mr.
Boykiw practiced with the firm Bennett Jones LLP. Mr. Boykiw received his
BComm degree from the University of Alberta in 1984 and his LLB from the
University of Alberta in 1987. Mr. Boykiw is a member in good standing with
the Law Society of Alberta. Mr. Boykiw's preferred area of practice is
securities and corporate law. Mr. Boykiw has acted as counsel for companies in
the oil and gas industry. He is resident in Calgary, Alberta.

    Completion of the Ballater transaction is subject to a number of
conditions, including but not limited to, TSX-V acceptance and if applicable
pursuant to TSX-V requirements, majority of the minority shareholder approval.
Where applicable, the Ballater transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that the Ballater
transaction will be completed as proposed or at all.

    Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection with the
Ballater transaction, any information released or received with respect to the
Ballater transaction may not be accurate or complete and should not be relied
upon. Trading in the securities of a capital pool company should be considered
highly speculative.

    The term barrels of oil equivalent ("BOE") may be misleading,
particularly if used in isolation. A BOE conversion ratio of 6 Mcf : 1 bbl is
based on an energy equivalency conversion method primarily applicable at the
burner tip and does not represent a value equivalency at the wellhead.

    The TSX Venture Exchange has in no way passed upon the merits of this
    transaction and has neither approved nor disapproved of the contents of
    this press release. The TSX Venture Exchange does not accept
    responsibility for the adequacy or accuracy of this release.

                            -End of Announcement-

    %SEDAR: 00025629E

For further information:

For further information: on Petro Uno contact: William Ambrose,
President and Chief Executive Officer, 1120, 444 - 5th Avenue S.W., Calgary,
AB, T2P 2T8, (403) 355-8890

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