Petroamerica and PetroNova announce agreement for Petroamerica to acquire all of PetroNova's issued and outstanding shares

CALGARY, June 15, 2015 /CNW/ -Petroamerica Oil Corp. (TSX-V:PTA) ("Petroamerica"), and PetroNova Inc. (TSX-V: PNA) ("PetroNova"), both Canadian oil and gas companies operating in Colombia, are pleased to announce that they have entered into an arrangement agreement dated June 12, 2015 (the "Arrangement Agreement") whereby Petroamerica has agreed to acquire all of the issued and outstanding common shares of PetroNova (the "PetroNova Shares") by way of a statutory plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). Pursuant to the terms of the Arrangement Agreement, holders of PetroNova Shares ("PetroNova Shareholders") will receive 0.85 common shares of Petroamerica ("Petroamerica Shares") for each PetroNova Share held (the "Exchange Ratio"). (Note: all financial amounts are reported in United States Dollars unless otherwise indicated.)

Based on Petroamerica's closing price on June 12, 2015 of CDN$0.115 per share, the Exchange Ratio reflects a value of CDN$0.098 per PetroNova Share representing a 15% premium over PetroNova's closing price on June 12, 2015 of $0.085 and a 45% premium over PetroNova's 10-day volume weighted average trading price. The Arrangement is expected to close on or around July 29, 2015, provided all required PetroNova Shareholder, court, stock exchange and regulatory approvals are obtained.

KEY ATTRIBUTES OF PETRONOVA:

• PetroNova operates and holds a 75% and 40% working interest ("W.I.") in the PUT-2 and Tinigua blocks in the Caguán-Putumayo basin of Colombia and holds a 20% non-operated W.I. in both the CPO-7 and CPO-13 blocks in the Eastern Llanos basin in Colombia.
• Significant prospective resource upside potential, especially on the Tinigua block.
• Proved and probable ("2P") W.I. reserves (before royalty) as at December 31, 2014 of 6.3 million barrels ("MMbbls") (after royalty 3.5 MMbbls) with before-tax net present value (discounted at 10%) of $67.2 million.
• All four of PetroNova's blocks have environmental licences in place.
• PetroNova has exposure to 1.3 million gross acres in Colombia with an extensive portfolio of drill-ready prospects.
• PetroNova farmed out a 50% working interest in the Tinigua block to a wholly owned subsidiary of Pacific Rubiales for $12.5 million in back costs and Pacific Rubiales will carry the cost of drilling, completing, and testing of up to two wells for up to $19 million. Pacific Rubiales will also fund the cost of two additional wells for $14 million, to be paid back from PetroNova future production from these wells.
• PetroNova holds a 75% operated W.I. in the PUT-2 block (Petroamerica holding the other 25% working interest) which holds multiple N-sand prospects and leads.
• The CPO-13 block is adjacent to the prolific Rubiales and Quifa heavy oil fields and the heavy oil trend has been confirmed to extend onto PetroNova's block.
• PetroNova's W.I production during the month of May 2015 averaged 304 barrels ("bbl") per day ("bbls/d") of oil from two discoveries in the Llanos basin.
• PetroNova assets have minimal near-term commitments and are unencumbered.

For a description of the blocks and working interests of PetroNova, see PetroNova's most recent Annual Information Form.

STRATEGIC RATIONALE:

"This acquisition ticks a number of boxes for Petroamerica, delivering significant strategic, financial and operational benefits, as well as medium to long-term growth potential for both the Company and shareholders alike. PetroNova's portfolio is highly complementary to our existing asset base bringing reserves, near-term reserve growth potential, operatorship (of two blocks) and significant exploration upside including one of the largest undrilled foothills structures covered by 3D seismic in Colombia. It further consolidates our land position in the prolific N-sand play in the Putumayo Basin with a 100% operated W.I. position in the PUT-2 block, and provides exposure to a world class medium to heavy oil play in the Eastern Llanos Basin, with two blocks abutting the significant oil fields of Rubiales, Quifa and Caracara. PetroNova's blocks come with minimal near-term commitments and given that Petroamerica is currently debt free, we should find ourselves better positioned to leverage these additional reserves in a debt market that continues to improve" commented Ralph Gillcrist, President and CEO of Petroamerica.

"PetroNova has an excellent portfolio of Colombian blocks with significant growth potential and this transaction will result in a stronger company with the increased ability to develop PetroNova's assets, including the Tinigua block, resulting in increased upside potential for our shareholders. PetroNova shareholders will now be a part of a company that has increased liquidity and the capital structure which positions it for future growth" commented Antonio Vincentelli, President and Chief Executive Officer of PetroNova.

Benefits:

• Operatorship – PetroNova operates both the Tinigua and PUT-2 blocks
• Adds a Material Catalyst – The first well in the Tinigua block is expected to spud in the first half of 2016 targeting a high impact prospect defined by 3D seismic where PetroNova will be carried by Pacific Rubiales for the cost of drilling, completing and testing the well.
• Consolidate PUT-2 Interest – The transaction would consolidate Petroamerica's W.I. in the PUT-2 block to 100%, providing further exposure to the prolific N-sand oil play in the Putumayo Basin.
• Enhance Reserves – PetroNova's 6.3 MMbbls of 2P reserves (W.I. before royalty), consisting of 17% light/medium oil and 83% heavy oil, increases Petroamerica's before royalty W.I. reserve base by 78% to 14.5 million barrels of oil equivalent ("MMboe") consisting of 63% light/medium oil, 36% heavy oil, and 1% natural gas (after royalty – 10.8 MMboe) with before-tax net present value (discounted at 10%) of $228.1 million as at December 31, 2014.1
• Extends Reserve Life – The addition of PetroNova's discoveries significantly improve Petroamerica's reserve life index.
• Rounds Out Prospect Inventory – Transaction adds a number of exciting exploration prospects, leads and new plays with significant resource exposure providing ample running room to support future reserves and production growth.
• Strengthens Borrowing Base – With no debt outstanding and a robust reserve base, Petroamerica will look to accelerate future development and unlock value through cash-on-hand, future cash flow, and the debt capital markets for appraisal and development funding.

THE ARRANGEMENT

Under the terms of the Arrangement, each PetroNova Shareholder will receive consideration of 0.85 Petroamerica Shares per PetroNova Share.

It is anticipated that Petroamerica will issue an aggregate of approximately 216 million Petroamerica Shares to PetroNova Shareholders and assume $1.6 million of PetroNova net debt, exclusive of transaction costs, in connection with the Arrangement. Upon completion of the Arrangement, it is anticipated that Petroamerica will have approximately 1.089 billion basic Petroamerica Shares outstanding and no debt. The total cost of the deal to Petroamerica, including the assumption of working and transaction costs is approximately CDN $29 million. It is the Company's intention to implement the ten for one share consolidation, previously approved by shareholders at the last Annual General Meeting, shortly after closing the Arrangement.

Pursuant to the Arrangement Agreement, PetroNova will issue a notice under its stock option plan giving the holders thereof 30 days to exercise all outstanding options (vested or unvested), following which they will be cancelled. As of today, none of PetroNova's outstanding options are in the money. In addition, under the terms of the Arrangement Agreement, all holders of PetroNova warrants will be entitled to receive Petroamerica Shares, adjusted for the Exchange Ratio and the share consolidation, in lieu of the number of PetroNova Shares otherwise issuable upon the exercise thereof. Further, the holder of the one issued and outstanding Series A Preferred Share of PetroNova will receive a preferred share in the capital of Petroamerica with substantially the same terms and provisions as the Series A Preferred Share.

Completion of the Arrangement is subject to customary closing conditions, including requisite PetroNova Shareholder, court, government and regulatory approvals. The Arrangement will need to be approved by not less than two-thirds of the votes cast by PetroNova Shareholders, and by a majority of votes cast by PetroNova Shareholders after excluding the votes cast by shareholders who are excluded shareholders under applicable securities requirements, in person or by proxy at the special meeting (the "PetroNova Meeting") of PetroNova Shareholders to be held on or about July 28, 2015. In addition, while not a condition of the completion of the Arrangement, the Arrangement must also be approved by the holder of the Series A Preferred Share of PetroNova. The Arrangement also requires approval of the TSX Venture Exchange and of the Court of Queen's Bench of Alberta.

The Arrangement Agreement provides for, among other things, a non-solicitation obligation on the part of PetroNova, with a customary "fiduciary out" provision that entitles PetroNova to consider and accept a superior proposal, and a right in favour of Petroamerica to match any superior proposal. If the Arrangement Agreement is terminated in certain circumstances, including if PetroNova enters into an agreement with respect to a superior proposal or if the board of directors of PetroNova withdraws or modifies its recommendation with respect to the proposed Arrangement, Petroamerica is entitled to a termination payment in cash of CDN$1.8 million. PetroNova is also entitled to a reciprocal termination payment in cash of CDN$1.8 million in certain circumstances. Upon completion of the Arrangement one additional director is expected to join the Petroamerica board, which additional member shall be chosen by Petroamerica from among the current directors of PetroNova, subject to TSX Venture Exchange approval. A complete copy of the Arrangement Agreement will be available under the respective issuer profiles of Petroamerica and PetroNova on SEDAR at www.sedar.com. 

The PetroNova board of directors, based on a recommendation by the special committee established to consider the Arrangement, has unanimously approved the Arrangement Agreement and, based on the verbal fairness opinion of its financial advisor, Peters & Co. Limited, determined that the consideration to be received by the PetroNova Shareholders pursuant to the Arrangement is fair, from a financial point of view, to PetroNova Shareholders, determined that the Arrangement is in the best interests of PetroNova, and resolved to unanimously recommend that PetroNova Shareholders vote their PetroNova Shares in favour of the Arrangement. The directors and senior officers of PetroNova and certain PetroNova Shareholders that collectively hold approximately 19.2% of the issued and outstanding PetroNova Shares, have entered into support agreements to vote their PetroNova Shares in favour of the Arrangement at the PetroNova Meeting.

The Petroamerica board of directors has unanimously approved the Arrangement Agreement.  Black Spruce Merchant Capital Corp. is acting as sole financial advisor to Petroamerica with respect to the Arrangement. Approval of holders of Petroamerica shares is not required to complete the Arrangement.

Full details of the Arrangement will be included in an information circular of PetroNova to be mailed to PetroNova Shareholders in accordance with applicable securities laws. A copy of the aforementioned information circular and related documents will be filed under PetroNova's issuer profile on SEDAR at www.sedar.com at the applicable time.

For a complete description of PetroNova's assets, business and financial matters, please visit their website at www.PetroNova.com, and review their publicly disclosed information available on PetroNova's issuer profile at www.sedar.com.

Forward Looking Statements:

This news release includes information that constitutes "forward-looking information" or "forward-looking statements". More particularly, this news release contains statements concerning expectations regarding the timing and successful completion of the Arrangement, cash flow, business strategy, priorities and plans, expected production, the evaluation of certain prospects in which Petroamerica will hold an interest following the completion of the Arrangement, estimated number of drilling locations, expected capital program (including its allocation), production growth, reserves growth, exploration upside, the receipt of and the timing of receipt of environmental licenses, the ability of Petroamerica to sell its crude volume and other statements, expectations, beliefs, goals, objectives assumptions and information about possible future events, conditions, results of operations or performance.  Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur.  By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements.  Business priorities disclosed herein are objectives only and their achievement cannot be guaranteed.

Material risk factors include, but are not limited to: the inability to obtain regulatory approval for any operational activities, inability to get all necessary approvals for completion of the Arrangement, the risks of the oil and gas industry in general, such as operational risks in exploring for, developing and producing crude oil and natural gas, market demand and unpredictable shortages of equipment and/or labour; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; fluctuations in oil and gas prices, foreign currency exchange rates and interest rates, and reliance on industry partners and other factors, many of which are beyond the control of Petroamerica.  You can find an additional discussion of those assumptions, risks and uncertainties in Petroamerica's and PetroNova's Canadian securities filings.

Neither Petroamerica, PetroNova nor any of their respective subsidiaries nor any of their respective officers, directors or employees guarantees that the assumptions underlying such forward-looking statements are free from errors nor do any of the foregoing accept any responsibility for the future accuracy of the opinions expressed in this document or the actual occurrence of the forecasted developments.

Readers should also note that even if the drilling program as proposed by Petroamerica is successful, there are many factors that could result in production levels being less than anticipated or targeted, including without limitation, greater than anticipated declines in existing production due to poor reservoir performance, mechanical failures or inability to access production facilities, among other factors.

Statements relating to "reserves" or "resources" are deemed to be forward-looking statements or information, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves or resources described can be profitable in the future.  There are numerous uncertainties inherent in estimating quantities of reserves and resources, including many factors beyond the control of Petroamerica or PetroNova.  The reserve and resource data included herein represents estimates only.  In general, estimates of economically recoverable oil and natural gas reserves and resources and the future net cash flows therefrom are based upon a number of variable factors and assumptions, such as historical production from the properties, the assumed effects of regulation by governmental agencies and future operating costs, all of which may vary considerably from actual results.  All such estimates are to some degree speculative and classifications of reserves are only attempts to define the degree of speculation involved. 

The assumptions relating to reserves are contained in the reports of GLJ Petroleum Consultants Ltd. for Petroamerica and Petrotech Engineering Ltd. for PetroNova each dated effective December 31, 2014.

Estimates

Estimates of the net present value of future revenue are based on forecast pricing and do not represent the fair market value of the resources. The estimates of reserves and future net revenue for individual properties may not reflect the same confidence level of estimates of reserves and future net revenue for all properties, due to the effects of aggregation.

Use of 'boe'
Throughout this press release, the calculation of barrels of oil equivalent ("boe") is at a conversion rate of 6,000 cubic feet ("cf") of natural gas for one barrel of oil and is based on an energy equivalence conversion method. Boe may be misleading, particularly if used in isolation. A boe conversion ratio of 6,000 cf: 1 barrel is based on an energy equivalence conversion method primarily applicable at the burner tip and does not represent a value equivalence at the wellhead.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Arrangement and has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

¹ Reserves disclosure contained in this press release reflect the individual reserves reports of GLJ Petroleum Consultants Ltd. for Petroamerica dated effective December 31, 2014 and the reserves report of Petrotech Engineering Ltd. for PetroNova dated effective December 31, 2014, which contain different price and cost assumptions.Both reserves reports were prepared in accordance with National Instrument 51-101 – Standards for Disclosure of Oil and Gas Activities by independent qualified reserves evaluators.

SOURCE PetroNova Inc.

PETROAMERICA OIL CORP., Ralph Gillcrist, President and CEO, Colin Wagner, CFO, Tel Calgary, Canada: [phone], Email: [email protected], Web Page: www.PetroamericaOilCorp.com; PETRONOVA INC., Antonio Vincentelli, President & Chief Executive Officer, 954 317 3990, [email protected]; Abby Garfunkel, Investor Relations, 403 218 2887, [email protected], Email: [email protected], Web Page: www.PetroNova.com