Longreach Oil and Gas and APIC Petroleum Announce Closing of Subscription Receipts Offering
November 01 2012 - 1:02PM
Marketwired Canada
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES.
Longreach Oil and Gas Limited (TSX VENTURE:LOI) ("Longreach") and APIC Petroleum
Corporation (TSX VENTURE:API) ("APIC") are pleased to announce that further to
the press releases dated October 2, 2012 and October 24, 2012, APIC has
completed its non-brokered offering ("Offering") of subscription receipts
("Subscription Receipts"). An aggregate of 230,786,918 Subscription Receipts
were sold under the Offering at a price of $0.13 per Subscription Receipt for
total gross proceeds of $30,002,299.73.
Dennis A. Sharp, Chairman and CEO of APIC, commented:
"Longreach has an outstanding portfolio of assets in a politically stable and
fiscally favourable environment. Morocco, as a significant importer of energy,
offers a strong domestic market with gas prices in the order of $10 per MCF.
Longreach`s operated Sidi Moktar Licence presents a unique opportunity; a proven
and producing natural gas basin with well defined undrilled potential and access
to an existing and underutilized gas pipeline which provides direct access to
the phosphate mines and ready market. APIC brings an important technical
appreciation of developing onshore projects together with the necessary capital
to ensure project execution. This is an exciting time for both companies and we
look forward to building shareholder value through a well conceived and exciting
drilling program."
Commenting, Bryan Benitz, Chairman and CEO of Longreach, said:
"We are delighted with the successful conclusion of this financing. We have a
very exciting multi well work programme ahead of us and upon conclusion of the
proposed business combination, we will be fully capitalised to execute this."
Upon completion of the Proposed Transaction, Longreach, as the resulting issuer,
intends to use the funds on a near term drill programme on Longreach's onshore
licenses in Morocco, with particular focus on its operated Sidi Moktar acreage,
and for general corporate purposes.
The gross proceeds of the Offering are being held in escrow by Computershare
Trust Company of Canada ("Computershare"), pursuant to a subscription receipt
agreement between Computershare and APIC and will be released, if certain
conditions are satisfied by December 21, 2012, including completion of the
proposed plan of arrangement transaction between Longreach and APIC (the
"Proposed Transaction"). The Subscription Receipts are subject to a 4 month hold
period expiring on March 1, 2013. However, upon release of the escrowed funds
each Subscription Receipt will be converted into one common share of APIC which
will then be immediately exchanged for common shares of Longreach on the basis
of 5.3846 APIC shares for one common share of Longreach upon completion of the
Proposed Transaction. Longreach shares issued to holders of Subscription
Receipts will not bear any restrictive legends, and will be freely tradable
other than (i) as may be required by securities law and/or the rules of the TSX
Venture Exchange, and (ii) shares held by affiliates of Longreach or APIC will
be subject to resale restrictions under U.S. securities laws. In connection with
the release of the escrowed funds, certain finders will be entitled to receive a
cash commission of 5% of the funds that were identified by such finder.
Four insiders of APIC or their associates participated in the Offering on the
same terms as follows:
----------------------------------------------------------------------------
Number of
Subscription
Receipts % of the
Insider Insider Status Purchased Offering
----------------------------------------------------------------------------
Major APIC
Dundee Corporation shareholder 56,182,907 24.34%
----------------------------------------------------------------------------
Major APIC
Sheldon Inwentash shareholder 3,500,000 1.52%
----------------------------------------------------------------------------
Dennis A. Sharp APIC Director 5,407,692 2.34%
----------------------------------------------------------------------------
Khaled Chehabi APIC Director 2,307,692 1.00%
----------------------------------------------------------------------------
TOTAL 67,398,291 29.20%
----------------------------------------------------------------------------
APIC Shareholders Meeting
A special meeting of shareholders of APIC is scheduled to be held on Tuesday,
December 4, 2012 to, among other things, ratify the Offering and issuance of
Subscription Receipts to APIC insiders, and to approve the Proposed Transaction.
About Longreach
Longreach is an independent oil and gas exploration company focused on
exploration and development within Morocco. Longreach holds directly an
operating interest in one onshore exploration licence in Central Morocco, and
through its wholly-owned subsidiary Longreach Oil and Gas Ventures Limited
("Ventures"), Longreach holds non-operating interests in four oil and gas
exploration licences in southern onshore and offshore Morocco. In aggregate,
Longreach's direct and indirect interests in such exploration licences cover
approximately 52,706 km2 (gross interest) / 11,238 km2 (net interest) or
approximately 13.0 million acres (gross interest) / 2.7 million acres (net
interest).
Longreach's operating interest comprises a 50% interest in the onshore Sidi
Moktar exploration licences referred to as Sidi Moktar West, Sidi Moktar South
and Sidi Moktar North located in the Essaouira Basin in Central Morocco. Maghreb
Petroleum Exploration S.A. ("MPE") and the ONHYM each hold 25% non-operating
interests in the Sidi Moktar exploration licences. The ONHYM is an independent
financially autonomous public institution representing the interests of the
Kingdom of Morocco in the field of exploration and production of hydrocarbons
and mining resources.
Longreach's four non-operating licences and its interest in each include: (i)
the Zag exploration licence (22.5% interest), (ii) the Tarfaya exploration
licence (22.5% interest), (iii) the Sidi Moussa exploration licence (7.5%
interest) and (iv) the Foum Draa exploration licence (7.5% interest). Longreach
believes that the Sidi Moktar exploration licences, together with these four
non-operating exploration licences, represent approximately 11% of Morocco's
total licence area.
Additional information on Longreach Oil and Gas Limited can be found at
www.longreachoilandgas.com and at www.sedar.com.
About APIC
APIC Petroleum Corporation, a company incorporated under the laws of Canada, is
an oil and gas exploration and development company seeking to acquire oil and
gas properties in Europe and elsewhere.
Additional information on APIC Petroleum Corporation can be found at
www.apiccorp.com, and at www.sedar.com.
CAUTIONARY STATEMENTS RE FORWARD LOOKING INFORMATION
Statements in this press release contain forward-looking information within the
meaning of applicable securities law. Forward-looking information is frequently
characterized by words such as "contemplates", "intends", "plan", "expect",
"project", "believe", "anticipate", "estimate" and other similar words, or
statements that certain events or conditions "may" or "will" occur. In
particular, forward-looking information in this press release includes, without
limitation, statements with respect to conversion of the Subscription Receipts,
release of the escrowed proceeds, completion of the Proposed Transaction and use
of proceeds. Readers are cautioned that assumptions used in the preparation of
forward-looking information may prove to be incorrect. Although Longreach and
APIC each believes that the expectations reflected in the forward-looking
information is reasonable, there can be no assurance that such expectations will
prove to be correct. Neither Longreach nor APIC can guarantee future results,
level of activity, or performance of achievements. Consequently, there is no
representation that the actual results achieved will be the same, in whole or in
part, as those set out in the forward-looking information.
Forward-looking information is based on the opinions and estimates of management
at the date the statements are made, and are subject to a variety of risks and
uncertainties and other factors (many of which are beyond the control of
Longreach and APIC) that could cause actual events or results to differ
materially from those anticipated in the forward-looking information. Some of
the risks and other factors could cause results to differ materially from those
expressed in the forward-looking information include, but are not limited to,
the risks that the parties will not proceed with the Proposed Transaction and
associated transactions, that the ultimate terms of the Proposed Transaction and
associated transactions will differ from those that currently are contemplated,
and that the Proposed Transaction and associated transactions will not be
successfully completed for any reason (including the failure to obtain the
required approvals or clearances from regulatory authorities). Industry related
risks could include, but are not limited to: operations with foreign entities;
delays or changes in plans; competition for, among other things, capital,
acquisitions, skilled personnel and supplies; governmental regulation of the oil
and gas industry; technical problems; the uncertainty of estimates and
projections of costs and expenses; unanticipated operating events or performance
which can reduce productivity; the need to obtain required approvals from
regulatory authorities; stock market volatility; liabilities inherent in oil and
gas operations; access to capital; and other factors. Readers are cautioned that
this list of risk factors should not be construed as exhaustive.
The statements in this news release are made as of the date of this release.
Neither Longreach nor APIC undertakes any obligation to comment on analyses,
expectations or statements made by third parties in respect of either of them,
or their respective financial or operating results or (as applicable), their
securities.
This news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities in the United States. The securities have not
been and will not be registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act") or any state securities laws and may not
be offered or sold within the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
FOR FURTHER INFORMATION PLEASE CONTACT:
Pelham Bell Pottinger
Mark Antelme / Philip Dennis / Rollo Crichton-Stuart
+44 207 861 3232
APIC Petroleum Corporation
Dennis A. Sharp
Chairman and Chief Executive Officer
(416) 367-0150
(416) 367-0165 (FAX)
APIC Petroleum Corporation
John Clark
Chief Financial Officer
(416) 367-0150
(416) 367-0165 (FAX)
www.apiccorp.com
Longreach Oil and Gas Limited
Bryan Benitz
Chairman & Chief Executive Officer
+44 20 3137 7756
www.longreachoilandgas.com
Apic Petroleum Corporation (TSXV:API)
Historical Stock Chart
From May 2024 to Jun 2024
Apic Petroleum Corporation (TSXV:API)
Historical Stock Chart
From Jun 2023 to Jun 2024
