Perisson Petroleum Corporation Announces Letter of Intent Re Proposed Business Combination
CALGARY, ALBERTA--(Marketwired - Feb. 4, 2016) - Perisson Petroleum Corporation ("Perisson" or the "Company") (CSE:POG) - Perisson is pleased to announce that it has signed a non-binding letter of intent with respect to a proposed plan of arrangement with Forent Energy Ltd. ("Forent"), an Alberta-based oil and gas exploration and development company listed on the TSX Venture Exchange (TSX VENTURE:FEN). Under the plan of arrangement, each common share of Forent will be exchanged for one Perisson common share. Forent's outstanding options will be adjusted in accordance with their terms such that the number of Perisson common shares received upon exercise and the exercise price will reflect the exchange ratio.
The proposed transaction is subject to a number of conditions including, but not limited to: (1) approval of the transaction by the board of directors of Forent and Perisson and any requisite shareholder approval, (2) Perisson, prior to completing the transaction, having completed a financing or series of financings for gross proceeds of not less than $40,000,000 at a deemed price of not less than $0.40 per Perisson common share, and (3) approval of the TSX Venture Exchange, Canadian Securities Exchange and all other regulatory bodies having jurisdiction in connection with the subject transaction. The parties also anticipate entering into a definitive agreement setting out in more detail the proposed terms of the arrangement.
Prior to the Forent business combination, a new strategic investor group (the "Capital Partner") is proposing to undertake an initial non-brokered private placement for gross proceeds of CDN$40 million at a subscription price of $0.40 per share (the "Financing"), for the purposes of the Forent acquisition as well as other strategic acquisitions anticipated to occur in the first half of 2016.
The offering is a planned first step by the Capital Partner, whose intention is to fund approximately USD$150 million worth of high-quality acquisitions in Canada based on the recommendations of Perisson's management team over the next 18 months. As a demonstration of the Capital Partner's commitment to creating shareholder value for all shareholders, they have expressed their intent to continue making future equity investments at - or above - market prices.
The Company and its Capital Partner believe the most likely way to achieve the highest return on capital employed ("ROCE") will be through the acquisition of very high quality assets – many of which would simply be unavailable other than during a distressed industry atmosphere. They are anticipated to be relatively non-competitive processes, given the scarcity of capital and plethora of assets available in today's market.
About Perisson Petroleum Corporation
Perisson Petroleum Corporation holds a 100% working interest in 39,927 hectares (almost 100,000 acres) known as the VMM-17 block, a license located in the prolific, stable, oil-producing region of the Middle Magdalena Basin in central Colombia. The Corporation's objectives are to explore, exploit and produce oil from the relatively shallow reservoirs believed to be within the VMM-17 block.
FORWARD LOOKING STATEMENTS
This news release includes certain information, with management's assessment of Perisson's future plans and operations, and contains forward-looking statements which may include some or all of the following: (i) anticipated production rates; (ii) expected results of capital programs; (iii) expected timelines for production optimization; (iv) net debt levels; (v) anticipated operating costs; and (vi) expected capital projects and associated spending; which are provided to allow investors to better understand the Company's business. By their nature, forward-looking statements are subject to numerous risks and uncertainties; some of which are beyond Perisson's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, changes in environmental tax and royalty legislation, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources, and other risks and uncertainties described under the heading 'Risk Factors' and elsewhere in the Company's Management Discussion and Analysis and other documents filed with Canadian provincial securities authorities and are available to the public at www.sedar.com. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The principal assumptions Perisson has made includes security of land interests; drilling cost stability; finance and debt markets continuing to be receptive to financing the Company, the ability of the Company to monetize non-core assets and industry standard rates of geologic and operational success. Actual results could differ materially from those expressed in, or implied by, these forward-looking statements. Perisson disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. For more information on the Company, Investors should review the Company's registered filings which are available at www.sedar.com.
This news release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
Source: Marketwired (Canada)
(February 4, 2016 - 9:00 AM EST)
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