CALGARY, Feb. 17, 2016
/CNW/ - Petromanas Energy Inc. ("Petromanas" or the "Company")
(TSXV: PMI) is pleased to announce that it will hold an annual
general and special meeting of its shareholders at 3:00 p.m. MDT on March 14,
2016 (the "Meeting") in Calgary,
Alberta at the Calgary Petroleum Club, located at 319 - 5th
Avenue S.W.
The Meeting
The Meeting is being held for the purpose of approving, among
other matters, the previously announced sale of substantially all
of the assets of Petromanas Albania GmbH, Petromanas' wholly-owned
subsidiary, for US$45 million (the
"Transaction"). At the Meeting, shareholders will also be
asked to: (i) approve a reduction in the stated capital of the
common shares of the Company ("Common Shares") for the purpose of
effecting a special distribution of up to US$43 million, or approximately CAD$0.08 to CAD$0.09 per Common Share, subject to
currency exchange fluctuations, as a return of capital (the Return
of Capital"); (ii) approve a consolidation of the Common Shares on
the basis of one post-consolidation Common Share for up to 70
pre-consolidation Common Shares (the "Consolidation"); (iii)
approve the change of name of the Company to such name as the board
of directors may determine in its sole discretion (the "Name
Change"); (iv) fix the number of directors to be elected and elect
the directors of the Company for the ensuing year; (iv) approve the
stock option plan of the Company; and (v) appoint the auditors of
the Company.
The management information circular ("Information Circular")
relating to the Meeting provides additional information with
respect to the matters to be considered at the Meeting, including
risk factors related to the Transaction, the Return of Capital and
the Consolidation. Shareholders are encouraged to read the
Information Circular in its entirety. The Information Circular has
been mailed to shareholders and has been filed under the Company's
profile at www.sedar.com.
Required Shareholder Approvals
The Transaction, the Return of Capital, the Consolidation and
the Name Change are subject to acceptance of the TSX Venture
Exchange and require the approval of the shareholders of Petromanas
by way of special resolution of two-thirds of the shareholders
present in person or represented by proxy at the Meeting.
The board of directors (the "Board") of the Company is of the
opinion that it is in the best interests of Petromanas to
consolidate the Common Shares. If the Consolidation is approved by
the requisite threshold of shareholders at the Meeting and the
Board determines to proceed with the Consolidation, the number of
issued and outstanding Common Shares will be reduced from 693.9
million to 9.9 million, based on the consolidation ratio of one
post-consolidation Common Share for 70 pre-consolidation Common
Shares.
If the Transaction and the Return of Capital are approved by
shareholders at the Meeting, the Company will issue a press release
following the Meeting disclosing the record date for the Return of
Capital and the amount of the Return of Capital once closing
adjustments and currency exchange fluctuations have been taken into
account. The Return of Capital and the Consolidation are
contingent on shareholders approving the Transaction at the Meeting
and the Transaction being completed. The Transaction is
expected to close on or about March 15,
2016.
About Petromanas Energy Inc.
Petromanas Energy Inc. is an international oil and gas company
focused on the exploration and development of its assets in
Albania. Petromanas, through its
wholly-owned subsidiary, holds a Production Sharing Contract
("PSC") with the Albanian government. Under the terms of the
PSC, Petromanas has a 25% working interest in Blocks 2-3 that
comprises approximately 638,0000 gross acres across Albania's Berati thrust belt. Petromanas also
holds exploration assets in France
and Australia.
This press release contains certain "forward-looking
information" or "forward-looking statements" (collectively referred
to herein as "forward-looking statements") within the meaning of
applicable securities laws. Such forward-looking statements
include, without limitation, the expectations, estimates and
projections of management of Petromanas as of the date of this news
release, unless otherwise stated. The use of any of the words
"expect", "anticipate", "continue", "estimate", "objective",
"ongoing", "may", "will", "project", "should", "believe", "plans",
"intends" and similar expressions are intended to identify
forward-looking information. More particularly and without
limitation, this press release contains forward-looking information
concerning the future performance of the Company, including but not
limited to the date of the Meeting, completion of the Transaction,
the amount of the Distribution, payment of the Distribution, the
anticipated benefits to the Company and its shareholders of the
same, the ratio for the Consolidation and currency exchange
fluctuations. In respect of the forward-looking information
concerning the future performance of the Company, Petromanas has
provided such in reliance on certain assumptions that it believes
are reasonable on the date the statements were made, including
assumptions as to the value of the Company's Albanian assets, the
amount of the net proceeds from the Transaction, the advantages of
the Distribution by way of return of capital, estimated exchange
rate fluctuations, the Company's ability to meet its capital and
operational commitments, the ability of Petromanas to receive, in a
timely manner, applicable regulatory and governmental approvals;
and expectations and assumptions concerning, among other things:
commodity prices and interest and foreign exchange rates; capital
efficiencies and cost-savings; applicable tax laws; the sufficiency
of budgeted capital expenditures in carrying out planned
activities; anticipated post-closing adjustments; and the
availability and cost of labour and services. No assurances
can be given as to future results, levels of activity and
achievements and such statements are not guarantees of future
performance. Accordingly, readers should not place undue reliance
on the forward-looking information contained in this press
release.
Since forward-looking information addresses future events and
conditions, by its very nature it involves inherent risks and
uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. These
include, but are not limited to the risks associated with the
industry in which Petromanas operates in general such as
operational and exploration risks; the variability of closing
adjustments; delays or changes in plans with respect to growth
projects or capital expenditures; delays in obtaining or the
failure to obtain governmental approvals, permits or financing or
political risks in the completion of development or construction
activities; access to drilling rigs, completion equipment, seismic
equipment and operational personnel; costs and expenses; political
risks; risks of litigation; title disputes; health, safety and
environmental risks; commodity price, interest rate and exchange
rate fluctuations; environmental risks; competition; ability to
access sufficient capital from internal and external sources; and
changes in legislation, including but not limited to tax laws and
environmental regulations. There is a specific risk that the
Company may be unable to complete the Transaction and the
Distribution in the manner described in this press release or at
all. If the Company is unable to complete the Transaction there
could be a material adverse impact on the Company and on the value
of the Company's securities. There is a risk that the
Company's shareholders will not approve the special resolutions at
the Meeting or that the Transaction will not be approved by the
applicable regulatory authorities. Should the special
resolutions not be approved by the Company's shareholders, the
Agreement will terminate and be of no further force or effect
following termination of the special
meeting.
Readers are cautioned that the foregoing list of factors is
not exhaustive. Additional information on other factors that could
affect the operations or financial results of Petromanas are
included in reports on file with applicable securities regulatory
authorities, including but not limited to; Petromanas' Annual
Information Form for the year ended December
31, 2014, which may be accessed on Petromanas' SEDAR profile
at www.sedar.com.
The forward-looking information contained in this press
release is made as of the date hereof and Petromanas
disclaims any intention or obligation to update publicly
or revise any forward-looking information, whether as a result of
new information, future events or otherwise, unless so required by
applicable securities laws. The forward-looking statements
contained in this news release are expressly qualified by this
cautionary statement.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Petromanas Energy Inc.