CALGARY and HOUSTON, May 9,
2018 /CNW/ - Sterling Resources Ltd. ("Sterling" or
the "Company") (TSX-V: SLG) is pleased to announce that it
has mailed a management information circular (the "Circular") to
holders ("Shareholders") of its common shares ("Shares") in
connection with an annual general and special meeting (the
"Meeting") of Shareholders to be held in the Clarkson &
Tétrault Boardroom at the offices of McCarthy Tétrault LLP, Suite
4000, 421 – 7th Avenue S.W., Calgary,
Alberta on Wednesday, May 30,
2018 at 10:00 a.m. (Calgary time).
At the Meeting, Shareholders will be asked to consider for
approval, among other things, a resolution authorizing a
consolidation of the Shares on the basis of a ratio of between four
and eight pre-consolidation Shares for each one post-consolidation
Share (the "Consolidation") and a resolution authorizing a change
of the Company's name to "PetroTal Corp." (the "Name Change").
CONSOLIDATION
The Company has experienced a significant increase in its share
count as a result of the reverse take-over with PetroTal Ltd.
("PetroTal") and the acquisition of Gran Tierra Energy
International (Peru) Holdings
B.V., an indirect wholly-owned subsidiary of Gran Tierra Energy
Inc., completed on December 18, 2017.
The Company wishes to reduce the outstanding share amount to a
level more in keeping with its industry peers. The Company believes
the Consolidation will provide a share capital structure that will
better attract investors and enhance future growth opportunities.
The exact Consolidation ratio will be determined by the board of
directors of the Company (the "Board") when the Board considers it
to be in the best interests of the Corporation to implement such a
Consolidation. Notwithstanding approvals being received, the Board
may determine not to proceed with the Consolidation, at its
discretion.
The Company currently has 537,740,991 issued and outstanding
Shares. In the event that the Consolidation is completed, for
example, on a four for one basis, the Company would have
approximately 134,435,248 Shares outstanding following the
Consolidation. In addition, the exercise price and number of Shares
issuable upon the exercise of outstanding convertible securities,
including purchase warrants, will be proportionally adjusted upon
the implementation of the Consolidation.
NAME CHANGE
The Company proposes to change its name to "PetroTal Corp." to
reflect its current business activities. Prior to the reverse
take-over, PetroTal actively pursued opportunities in Latin America, specifically Peru, since inception in 2016. The
Company's management team is known by local officials and
counterparties in Peru as PetroTal
and the management team believes the name has value in the
country.
Approval of the Consolidation and Name Change by Shareholders
would, subject to approval of the TSX Venture Exchange (the
"TSXV"), allow the Board to implement the Consolidation and Name
Change without any further action on the part of
Shareholders.
Further details with regard to the background, reasoning and
impact of the Consolidation and the Name Change, are contained in
the Circular dated April 30, 2018, a
copy of which is available on SEDAR at www.sedar.com.
ABOUT STERLING
Sterling is a publicly-traded oil and gas development and
production company domiciled in Calgary,
Alberta, focused on the development of oil assets in
Peru. The Company's management team has significant
experience in developing oil fields in Northern Peru and is led by an independent
Board, focused on safely and cost effectively developing and
exploiting the Bretana oil field.
READER ADVISORIES
FORWARD-LOOKING STATEMENTS: This press release may contain
certain statements that may be deemed to be forward-looking
statements. Such statements relate to possible future events,
including, but not limited to, the Consolidation and the Name
Change. All statements other than statements of historical
fact may be forward-looking statements. Forward-looking statements
are often, but not always, identified by the use of words such as
"anticipate", "believe", "expect", "plan", "estimate", "potential",
"will", "should", "continue", "may", "objective" and similar
expressions. The forward-looking statements are based on certain
key expectations and assumptions made by the Company, including,
but not limited to, expectations and assumptions concerning the
timely receipt of all required Shareholder, TSXV and regulatory
approvals. Although the Company believes that the expectations and
assumptions on which the forward-looking statements are based are
reasonable, undue reliance should not be placed on the
forward-looking statements because the Company can give no
assurance that they will prove to be correct. Since forward-looking
statements address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Actual
results could differ materially from those currently anticipated
due to a number of factors and risks. Please refer to the
risk factors identified in the Company's annual information form
and management's discussion and analysis which are available on
SEDAR at www.sedar.com. The forward-looking statements contained in
this press release are made as of the date hereof and the Company
undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by
applicable securities laws.
Completion of the Consolidation and Name Change are subject to a
number of conditions, including but not limited to, TSXV
acceptance. There can be no assurance that the Consolidation
and Name Change will be completed as proposed or at all. Investors
are cautioned that, except as disclosed in the Circular prepared in
connection with Meeting at which Shareholder approval will be
sought for the Consolidation and Name Change, any information
released or received with respect to the Consolidation and Name
Change may not be accurate or complete and should not be relied
upon.
The TSXV has in no way passed upon the merits of the
Consolidation and Name Change and has neither approved nor
disapproved of the contents of this press release.
Neither the TSXV nor its regulation services provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this press
release.
SOURCE Sterling Resources Ltd.
