CALGARY, Dec. 31, 2012 /CNW/ - Petromanas Energy Inc. ("Petromanas")
(TSXV: PMI) and Gallic Energy Ltd. ("Gallic") (TSXV: GLC) are pleased
to announce that Petromanas has completed its previously announced
acquisition of Gallic pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). In accordance with the Arrangement,
Petromanas acquired all of the issued and outstanding class A shares of
Gallic in a transaction valued at approximately $11 million. Gallic
shareholders received an aggregate of 62,653,259 Petromanas shares,
being 0.3736 of a Petromanas share for each Gallic class A share held
and Gallic warrantholders received replacement warrants of Petromanas
exercisable for an aggregate of 26,581,640 Petromanas shares. Details
of the replacement warrants are as follows:
|
Expiry Date
|
Number of Petromanas
Shares Issuable
|
Exercise Price
|
|
April 13, 2013
|
10,741,000
|
$1.61
|
|
August 30, 2013
|
15,840,640
|
$0.27
|
The Gallic class A shares are expected to be delisted from the TSX
Venture Exchange on or about January 4, 2013.
The acquisition provides the combined company with Petromanas' core
assets in Albania, Gallic's core assets in France and additional
exploration acreage in Australia. It will also provide the combined
shareholders with exposure to the Shpirag-2 well which is currently
being drilled in Albania and additional wells which are expected to be
drilled in Albania and France during 2013. The combined entity holds
in excess of 3.3 million gross acres (2.9 million net acres) of
exploration lands, including 1 million acres in Australia where it has
been identified as the preferred bidder.
About Petromanas
Petromanas is an international oil and gas company focused on the
exploration and development of its assets in Albania and France.
Petromanas, through its wholly-owned subsidiaries, holds three
Production Sharing Contracts ("PSCs") with the Albanian government, two
exploration permits in the Aquitaine basin of France and additional
exploration acreage in the Canning basin of Australia. Under the terms
of its exploration contracts, Petromanas holds in excess of 3.3 million
gross acres (2.9 million net acres) of exploration lands, including 1
million acres in Australia where it has been identified as the
preferred bidder.
Forward-Looking Information
This press release contains forward-looking forward-looking information
and statements within the meaning of applicable securities laws and are
based on the expectations, estimates and projections of management of
Petromanas and Gallic 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 or
statements. More particularly and without limitation, this press
release contains forward-looking information and statements concerning
the timing of the delisting of the class A shares of Gallic and the
drilling of certain wells in Albania and France.
In respect of the forward-looking information and statements, Petromanas
and Gallic have provided such in reliance on certain assumptions that
it believes are reasonable at this time, including assumptions as to
the ability of Petromanas and Gallic to receive, in a timely manner,
the necessary stock exchange approval in respect of the delisting of
the Gallic shares, as well as expectations and assumptions concerning
the success of operations and exploration and development activities;
the availability of capital to fund planned expenditures; prevailing
regulatory, tax and environmental laws and regulations; and the ability
to secure necessary personnel, equipment and services.
Since forward-looking information and 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. These
include, but are not limited to, risks associated with the inability to
secure necessary stock exchange approval in the time assumed or the
need for additional time to satisfy other conditions related to the
delisting of the Gallic shares, and, in respect of forward-looking
information relating to operational matters, risks associated with the
oil and gas industry in general, such as: risks and liabilities
inherent in oil, natural gas liquids and natural gas exploration,
development and operations; general economic conditions in Canada, the
United States, France, Australia, Albania and globally; competition
for, among other things, capital, equipment, resources, undeveloped
lands and skilled personnel; incorrect assessments of the value of
acquisitions and exploration and development programs; geological,
technical, drilling and processing problems and other difficulties in
indentifying, developing and producing resources and reserves; actions
by governmental authorities, the availability of capital on acceptable
terms; and fluctuations in foreign exchange or interest rates and stock
market volatility.
Accordingly, readers should not place undue reliance on the
forward-looking information and statements contained in this press
release.
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,
2011 which may be accessed on Petromanas' SEDAR profile at www.sedar.com.
The forward-looking information and statements contained in this press
release are made as of the date hereof and Petromanas undertakes no
obligation to update publicly or revise any forward-looking information
or statements, whether as a result of new information, future events or
otherwise, unless so required by applicable securities laws.
Neither 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 release.
SOURCE: Petromanas Energy Inc.
