/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
CALGARY, Sept. 2 /CNW/ - Petrolifera Petroleum Limited ("Petrolifera" or the "Corporation") announced today that it has received notice from Thomas Weisel Partners Canada Inc., Cormark Securities Inc. and RBC Capital Markets, on behalf of the underwriters of the Corporation's equity financing announced August 12, 2009 (the "Offering"), that the underwriters have exercised their over-allotment option in full to purchase an additional 8,523,000 units ("Units") at a price of $0.88 per Unit for gross proceeds of $7,500,240 (the "Over-Allotment Option"). Each Unit consists of one common share in the capital of the Corporation (each, a "Common Share") and one-half of one Common Share purchase warrant of the Corporation (each whole Common Share purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share (each a "Warrant Share") at an exercise price of $1.20 per Warrant Share at any time up to 5:00 pm (Calgary time) on August 28, 2011. In the event that the 20-day volume weighted average price of the Common Shares on the Toronto Stock Exchange (or such other stock exchange or quotation system on which the Common Shares are listed and where a majority of the trading volume occurs), exceeds $2.50, the Corporation may, within five business days after such an event, provide notice to the holders of Warrants ("Warrantholders") of early expiry and thereafter the Warrants will expire on the date which is 30 days after the date of the notice to the Warrantholders. As a result of the exercise of the Over-Allotment Option, the aggregate gross proceeds to Petrolifera of the Offering will now be approximately $57.5 million. The closing of the Over-Allotment Option is expected to occur on or about September 4, 2009. Upon closing of the Over-Allotment Option, the Corporation will have 120,621,010 Common Shares and 32,671,500 Warrants issued and outstanding on a basic basis and 156,631,677 Common Shares issued and outstanding on a fully diluted basis.
Connacher Oil and Gas Limited ("Connacher"), a significant shareholder of the Corporation, did not acquire any additional securities of Petrolifera pursuant to the Over-Allotment Option. Following closing of the Over-Allotment Option, Connacher will own 26,898,859 Common Shares and 6,778,000 Warrants (approximately 22 percent of the outstanding Common Shares) on a basic basis and will own 33,676,859 Common Shares (approximately 22 percent of the outstanding Common Shares) on a fully diluted basis.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or any other jurisdiction outside of Canada, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Units offered, including Common Shares and Warrants which comprise such Units, have not been, and will not be, registered under the 1933 Act, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.
Petrolifera Petroleum Limited is a Calgary-based crude oil, natural gas and natural gas liquids exploration, development and production company with operations in Argentina, Colombia and Peru. The Corporation's main production platform is at Puesto Morales Norte in Argentina. Extensive undeveloped lands are held in all three countries, including three licenses in Peru and three blocks in Colombia.
Forward-Looking Statements: This news release contains certain "forward-looking information" within the meaning of applicable securities law including statements regarding the expected timing of the closing of the Over-Allotment Option. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. These factors include the inherent risks involved in the exploration and development of oil and natural gas properties and the possibility of unanticipated costs and expenses. For a description of the risks and uncertainties facing Petrolifera and its business and affairs, readers should refer to Petrolifera's Annual Information Form for the year ended December 31, 2008. Petrolifera undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking statements.