Petrolifera Petroleum announces closing of equity offering


    CALGARY, Aug. 28 /CNW/ - Petrolifera Petroleum Limited ("Petrolifera" or
the "Corporation") (PDP - TSX) announces that it has closed its previously
announced public offering of 56,820,000 units ("Units") at a price of $0.88
per Unit for gross proceeds of $50,001,600 (the "Offering"). Each Unit
consists 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 entitles 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 August 28, 2011. 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 30 days after the
date of the notice to the Warrantholders. The Warrants have been conditionally
approved for listing on the Toronto Stock Exchange under the symbol "PDP.WT".
    Petrolifera has granted the Underwriters an option (the "Over-Allotment
Option") under which the Underwriters may purchase up to an additional (i) 15%
of the Units sold at the closing of the Offering at a price of $0.88 per Unit;
or (ii) 15% of the Common Shares forming part of the Units sold at the closing
of the Offering at $0.81 per Common Share; or (iii) 15% of the Warrants
forming part of the Units sold at the closing of the Offering at $0.07 per
one-half Warrant; or (iv) any combination thereof without exceeding 15% of the
number of Units sold at the closing of the Offering. The Over-Allotment Option
is exercisable in whole or in part at any time until September 27, 2009.
    The Offering was underwritten by a syndicate of underwriters led by
Thomas Weisel Partners Canada Inc., Cormark Securities Inc. and RBC Capital
Markets 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"). The net proceeds of the Offering
will be used by Petrolifera 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 capital.
    Connacher Oil and Gas Limited ("Connacher"), a significant shareholder of
the Corporation, has purchased 13,556,000 Units offered pursuant to the
Offering. Following completion of the Offering, Connacher continues to own
approximately 24 percent of the outstanding Common Shares (approximately 22
percent if the Over-Allotment Option is exercised in full).
    After giving effect to the Offering, Petrolifera now has 111,898,010
Common Shares and 28,410,000 Warrants outstanding.

    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, as amended (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. 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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