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CALGARY,
July 9, 2014 /CNW/ - PetroNova Inc.
("PetroNova" or the "Company") (TSX-V: PNA), a
company engaged in the exploration and development of oil and
natural gas resources in Colombia,
is pleased to announce an offering of 28,571,429 million common
shares of PetroNova ("Common Shares") at a purchase price of
$0.28 per Common Share by way of
private placement (the "Private Placement") for aggregate
proceeds of $8 million.
The Company intends to retain the services of
A.V. Securities Inc., a corporation formed under the laws of the
Republic of Panama, to act as a
finder for the Private Placement (the "Finder"). The Finder
will receive a cash fee of 4.75% of the proceeds raised, which is
currently anticipated to be approximately $6
million.
The Company plans to use the net proceeds from
the Private Placement to fund its delineation and exploratory
drilling program in the CPO-13 Block and for general corporate
purposes.
No agreement has yet been signed between the
parties and there are no assurances that any agreement will be
signed. Closing of the Private Placement is subject to the entire
$8 million being raised and has
certain conditions, including, among other things, the requirement
for an aggregate of $2 million of the
Private Placement being subscribed by Inepetrol Investments Ltd., a
company related to the original founders of the Company, receipt of
approval by the TSX Venture Exchange, approval of the board of
directors of the Company (the "Board of Directors"), and
execution of final documentation in form and substance satisfactory
to the Finder and the Company and any significant investor. It is
also currently intended that upon completion of the Private
Placement, the Finder shall be able to recommend an individual to
be appointed to the Board of Directors.
The Common Shares issued pursuant to the Private
Placement shall be subject to a four (4) month statutory hold
period from the closing of the Private Placement.
Strategic Alternatives Review Process
PetroNova has been working with Black Spruce
Merchant Capital Corp., a Calgary
based financial advisory firm, in a process to identify and
consider corporate strategies and to provide, among other things,
an assessment of strategic alternatives available to the Company
and to develop strategies which allow the Company to maximize value
for all of its shareholders.
The initiation of this strategic alternative
review process was not in response to a proposed transaction.
Rather, the Board of Directors undertook a thorough review of the
Company's current share price, assets and operations and concluded
that the Common Shares trade at a substantial discount to the
inherent value of the businesses and underlying assets of
PetroNova. Accordingly, the Board of Directors initiated a process
to identify, examine and consider a range of strategic alternatives
available to the Company. The ultimate objective of carrying out
this review process is to determine which alternative might result
in superior value for shareholders of the Company.
The Company has not set a definitive schedule to
complete its strategic review. PetroNova does not intend to
disclose developments with respect to the strategic review process
unless and until its Board of Directors has approved a course of
action or otherwise deems disclosure of developments is
appropriate. There can be no assurance that any transaction will
occur, or if a transaction is undertaken, as to its terms or
timing.
About PetroNova:
The Company, through its subsidiaries, is
engaged in the exploration for, and the acquisition and development
of, oil and natural gas resources in South America, specifically in Colombia. The Company's assets currently
include the Company's interests in the PUT-2 and Tinigua Blocks
located in the Caguan-Putumayo Basin in Colombia, both of which are operated by the
Company, and the non-operated Llanos Blocks located in the Llanos
Basin in Colombia. The common
shares of the Company trade on the TSX Venture Exchange under the
stock symbol "PNA".
Caution Regarding Forward-Looking Statements
and Information:
Certain statements contained in this press
release constitute forward-looking statements. These statements
relate to future events or the Company's future performance. All
statements other than statements of historical fact are
forward-looking statements. The use of any of the words
"anticipate", "intend", "plan", "continue", "estimate", "budget",
"targeting", "project", "expect", "may", "will", "might", "should",
"could", "believe", "predict" and "potential" and similar
expressions are intended to identify forward-looking statements.
Such statements represent the Company's internal projections,
estimates, expectations, beliefs, plans, objectives, assumptions,
intentions or statements about future events or performance. These
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results or events to differ
materially from those anticipated in such forward-looking
statements. Management believes the expectations reflected in these
forward-looking statements are reasonable but no assurance can be
given that these expectations will prove to be correct and such
forward-looking statements included in this press release should
not be unduly relied upon. These statements speak only as of the
date of this press release.
In particular, this press release contains
forward-looking statements relating to the use of proceeds of the
Private Placement, future exploration and development activities
and the timing thereof, including the Company's drilling plans and
the regarding the review of various strategic alternatives, the
failure of the Company to assess and successfully complete a
strategic alternative and effect a transaction. With respect to
forward-looking statements contained in this press release,
assumptions have been made regarding, among other things: general
economic, market and business conditions in Colombia and globally; future crude oil and
natural gas prices; the continued availability of capital,
undeveloped lands and skilled personnel; the ability to obtain
equipment in a timely manner to carry out exploration and
development activities; the regulatory framework governing
royalties, taxes and environmental matters in Colombia and any other jurisdictions in which
the Company may conduct its business in the future; the ability of
the Company to obtain the necessary approvals, permits and licences
to conduct its operations; future capital and exploration
expenditures to be made by the Company; future sources of funding
for the Company's exploration program; the geography of the areas
in which the Company is exploring; and adequate weather and
environmental conditions. In relation to use of proceeds of the
Private Placement the material factors and assumptions include that
the gross proceeds will be raised, that the Company will obtain all
necessary approvals and that the board of directors will not
determine that it is in the best interests of the Company to change
the intended use of proceeds.
Actual results could differ materially from
those anticipated in these forward-looking statements as a result
of certain risk factors, including, but not limited to: general
economic, market and business conditions; risks related to the
exploration, development and production of oil and natural gas;
risks inherent in the Company's international operations, including
security and legal risks in Colombia; risks related to the timing of
completion of the Company's projects; competition for, among other
things, capital, the acquisition of resources and skilled
personnel; actions by governmental authorities, including changes
in government regulation and taxation; the failure of the Company
to obtain the necessary approvals, permits and licences to conduct
its operations; environmental risks and hazards; the availability
of capital on acceptable terms; the failure of the Company or the
holder of certain licenses or leases to meet specific requirements
of such licenses or leases; adverse claims made in respect of the
Company's properties or assets; failure to engage or retain key
personnel; geological, technical, drilling and processing problems,
including the availability of equipment and access to properties;
failure by counterparties to make payments or perform their
operational or other obligations to the Company in compliance with
the terms of contractual arrangements between the Company and such
counterparties; and the other factors discussed under the heading
"Risk Factors" in the Company's annual information form for
the year ended December 31, 2013 and
the Company's other continuous disclosure documents filed from time
to time with applicable securities regulatory authorities in
Canada and which may be accessed
on the PetroNova's SEDAR profile at www.sedar.com
Readers are cautioned that the foregoing
lists of factors are not exhaustive. The forward-looking statements
included in this press release are expressly qualified by this
cautionary statement and are made as of the date of this press
release. The Company does not undertake any obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or results or otherwise,
except as required by applicable securities laws.
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 PetroNova Inc.