Petrolifera announces pricing of equity offering


    CALGARY, Aug. 21 /CNW/ - Petrolifera Petroleum Limited (the "Corporation"
or "Petrolifera" - PDP - TSX) is pleased to announce that it has priced its
previously announced public offering (the "Offering") of units ("Units").
Pursuant to the Offering, the Corporation will issue 56,820,000 Units at a
price of $0.88 per Unit. Each Unit will consist of one common share in the
capital of the Corporation (each, a "Common Share") and one-half of one Common
Share purchase warrant of the Corporation (each whole Common Share purchase
warrant, a "Warrant"). Each Warrant will entitle the holder thereof to
purchase one Common Share (each a "Warrant Share") at an exercise price of
$1.20 per Warrant Share at any time up to 5:00 pm (Calgary time) on the date
which is 24 months after the closing date of the Offering. In the event that
the 20-day volume weighted average price of the Common Shares on the Toronto
Stock Exchange (or such other stock exchange or quotation system on which the
Common Shares are listed and where a majority of the trading volume occurs), 
exceeds $2.50, the Corporation may, within five business days after such an
event, provide notice to the holders of Warrants ("Warrantholders") of early
expiry and thereafter the Warrants will expire on the date which is 10 days
after the date of the notice to the Warrantholders. The Offering will be
conducted through a syndicate of underwriters with Thomas Weisel Partners
Canada Inc., Cormark Securities Inc. and RBC Capital Markets as co-lead
underwriters and including GMP Securities L.P., Tristone Capital Inc., Scotia
Capital Inc., Jennings Capital Inc., Octagon Capital Corp. and D&D Securities
Company (collectively, the "Underwriters"). Pursuant to the terms of the
Offering, the Corporation has agreed to grant the Underwriters an
over-allotment option to purchase additional Units equal to up to 15% of the
Units sold pursuant to the Offering, exercisable at any time, in whole or in
part, up to 30 days from the closing of the Offering.
    Connacher Oil and Gas Limited ("Connacher"), a significant shareholder of
the Corporation, has indicated its intention to purchase 13,558,540 Units
being offered pursuant to the Offering. Following completion of the Offering,
Connacher will continue to own approximately 24 percent of the outstanding
Common Shares (approximately 22 percent if the Over-Allotment Option is
exercised in full).
    The net proceeds of the Offering will be used by the Corporation to fund
a portion of its exploration capital expenditure program, primarily in
Colombia during the balance of 2009 and into 2010, to reduce indebtedness
relating to the Corporation's reserve-backed credit facility and for working
    The Units will be sold publicly in each of the provinces of Canada, other
than Québec, on a private placement basis in the United States pursuant to
exemptions from the registration requirements of the U.S. Securities Act of
1933, as amended (the "1933 Act"), in the United Kingdom in accordance with
applicable local securities legislation and regulations such that no
prospectus, registration statement or similar document is required to be filed
in any such jurisdiction and such other jurisdictions as may be agreed to by
the Corporation and the Underwriters. The Offering is scheduled to close on or
about August 28, 2009 and is subject to certain customary conditions and
regulatory approvals, including but not limited to the approval of the Toronto
Stock Exchange.

    This news release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States or any other
jurisdiction outside of Canada, nor shall there be any sale of the securities
in any jurisdiction in which such offer, solicitation or sale would be
unlawful. The Units offered, including Common Shares and Warrants which
comprise such Units, have not been, and will not be, registered under the 1933
Act, or any state securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the 1933 Act and applicable state securities laws.

    Petrolifera Petroleum Limited is a Calgary-based crude oil, natural gas
and natural gas liquids exploration, development and production company with
operations in Argentina, Colombia and Peru. The Corporation's main production
platform is at Puesto Morales Norte in Argentina. Extensive undeveloped lands
are held in all three countries, including three licenses in Peru and three
blocks in Colombia.

    Forward-Looking Statements: This news release contains certain
"forward-looking information" within the meaning of applicable securities law
including statements regarding the proposed use of proceeds of the Offering.
Forward-looking information is frequently characterized by words such as
"plan", "expect", "project", "intend", "believe", "anticipate", "estimate",
"may", "will", "would", "potential", "proposed" and other similar words, or
statements that certain events or conditions "may" or "will" occur. These
statements are only predictions. Forward-looking information is based on the
opinions and estimates of management at the date the information is provided,
and is subject to a variety of risks and uncertainties and other factors that
could cause actual events or results to differ materially from those projected
in the forward-looking information. These factors include the inherent risks
involved in the exploration and development of oil and natural gas properties
and the possibility of unanticipated costs and expenses. Completion of the
proposed Offering is subject to certain risks and uncertainties including
receipt of all required regulatory approvals, including from the Toronto Stock
Exchange and the satisfaction of all conditions to closing. For a description
of the risks and uncertainties facing Petrolifera and its business and
affairs, readers should refer to Petrolifera's Annual Information Form for the
year ended December 31, 2008. Petrolifera undertakes no obligation to update
forward-looking statements if circumstances or management's estimates or
opinions should change, unless required by law. The reader is cautioned not to
place undue reliance on forward-looking statements.

For further information:

For further information: Richard A. Gusella, Executive Chairman, or Gary
D. Wine, President and Chief Operating Officer, or Kristen Bibby, Vice
President, Finance and Chief Financial Officer, Phone: (403) 538-6201, Fax:
(403) 538-6225,, Website:

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