Petromanas Energy Inc. announces completion of acquisition of Albania Oil &
Gas assets, name change and closing of $25,000,000 financing
TSXV: PMI.V
VANCOUVER, Feb. 24 /CNW/ - Petromanas Energy Inc. ("Petromanas" or the "Company") has completed the acquisition from DWM Petroleum AG ("DWM"), a wholly-owned subsidiary of Manas Petroleum Corporation, of all of the issued and outstanding securities of Manas Adriatic GmbH ("Manas Adriatic"). The common shares will commence trading under the name "Petromanas Energy Inc." (symbol PMI.V) on the TSX Venture Exchange on February 25, 2010. Manas Adriatic is the owner of three onshore oil and gas production sharing contracts containing six licenses (the "Licenses") located in Albania. As consideration for the acquisition, Petromanas has paid DWM $2,000,000 issued 100,000,000 common shares to DWM and reimbursed DWM approximately U.S.$9,500,000 for loans previously made by DWM to Manas Adriatic and its predecessors in title to the Licenses.
Petromanas will issue an additional 150,000,000 common shares to DWM as
follows:
1. 100,000,000 common shares on the earlier of June 23, 2011 and the
completion of the first well on the Licenses by Manas Adriatic;
2. 25,000,000 common shares upon receipt of a report prepared pursuant
to National Instrument 51-101 confirming that the Licenses have 2P
reserves of not less than 50,000,000 barrels of oil equivalent
("boe"); and
3. upon Manas Adriatic being in receipt of a report prepared pursuant to
National Instrument 51-101 confirming that the Licenses have 2P
reserves in excess of 50,000,000 boe, for each 50,000,000 boe over
and above the initial 50,000,000 boe, an additional 500,000 common
shares will be issued to a maximum of 25,000,000 common shares.
In connection with the completion of the acquisition, the Company changed its name from WWI Resources Ltd. to Petromanas Energy Inc.
Petromanas has also closed a private placement of 100,000,000 units at a price of $0.25 per unit for gross proceeds of $25,000,000. Each unit consists of one common share and one common share purchase warrant, with each warrant entitling the holder to purchase a further common share at a price of $0.45 per share for a period of 5 years expiring February 23, 2015. A cash fee of 5% of the funds raised was paid on closing of the private placement. The common shares and warrants are subject to a hold period expiring June 25, 2010.
The management and board of directors of Petromanas are as follows:
Erik Herlyn, President and CEO. Mr. Erik Herlyn is a mechanical and production engineer (Trinity University Dublin, University of Bremen). Erik Herlyn has extensive experience in the finance and hydrocarbon industries. He has held several managerial positions with large international business consulting firms such as KPMG, BearingPoint and Capgemini Consulting. His specialization lies in a process optimization method which he developed over many years using synergies from different industries. Mr. Herlyn was supporting major oil companies in the Americas and Arabic countries in strategic, technical and financial projects.
Ari Muljana, CFO. Ari Muljana is a Master of Science in Computer Science (University of Zurich) with a major in Financial Statement Analysis and Artificial Intelligence. He began his career in the Risk Management department at Deloitte, where he audited and advised within the oil and commodity trading industry. He is also specialized in the area of SOX consulting, where he implemented financial and risk management processes for multinational companies to comply with SEC regulations. Mr. Muljana also worked at Capgemini Consulting as a strategic consultant, focusing on controlling and performance measurement topics in various industries.
Verne Johnson, Chairman and Director. Mr. Johnson is an engineer who received his engineering degree from the University of Manitoba. He worked for Imperial Oil and Exxon until the early 1980's and then went into the independent oil business. Mr. Johnson has been involved with a number of companies in the Canadian oil and gas industry, including ELAN Energy which was sold in 1997. Since 2002 he has been an independent investor through a family company, KristErin Resources. Mr. Johnson has been a director of many public and private companies in the energy business over the past 20 years. He is currently a director of Gran Tierra Energy, Chairman of Fort Chicago Energy Partners LP, and some private companies. He has also been a member of the board of Calgary Opera for 10 years.
Heinz Juergen Klaus Scholz, Co-Chairman and Director. Mr. Heinz Juergen Klaus Scholz is a Physicist and Engineer. In the 1980s Mr. Scholz built factories and telecommunication networks in the Former Soviet Union. After the German Reunification he also advised Soviet Ministries regarding the negotiations on the sale of Russia's East German telecommunication network to Deutsche Telecom. He has worked in collaboration with scientific institutes in the Russian Federation. Mr. Scholz plays a critical role in targeting, appraising and subsequently acquiring the rights to major oil and gas assets in the Former Soviet Union and its satellite countries.
Jeffrey Scott, Director. Mr. Scott is President of Postell Energy Co. Ltd., a 30 year old private oil company operating in Saskatchewan. He is the founder and Chairman of Gran Tierra Energy Inc., an international oil and gas exploration and production company. Mr. Scott has extensive mergers and acquisitions and public company experience. Over the last 15 years he has been involved in a variety of capacities from founder to officer and/or director of numerous publicly traded companies. He was a co-founder and director of Saxon Energy Services Inc., an international drilling company. Mr. Scott is currently also a director of Essential Energy Services Trust, Tuscany International Drilling Inc. and chairman of NuCoal Energy Corp., a private clean-coal company. Mr. Scott holds a Bachelor of Arts degree from the University of Calgary and a Masters of Business Administration from California Coast University.
Michael J. Velletta, Director. Mr. Velletta became a practicing lawyer in British Columbia, Canada in 1990. Mr. Velletta's private practice with the law firm of Velletta & Company, focuses on corporate and commercial law, and commercial litigation. He is a Governor of the Trial Lawyers Association of British Columbia, and is a member of the Canadian Bar Association, Association of International Petroleum Negotiators and the International Institute of Business Advisors. Mr. Velletta serves on the Board of Directors of several corporations.
Peter-Mark Vogel, Director. Mr. Vogel received his Degree in Business Administration and Economics from the University of Zurich, Switzerland in 1992. He received his MBA from the University of Chicago, Booth Business School in March 2003. Mr. Vogel was employed as a CFA, senior financial analyst at Bank Sal Oppenheim, Zurich, Switzerland from 2000 to July 2005. He was Vice President of the HSBC Research Department in Guyerzeller, Zurich, Switzerland from 1999 to 2000. From 1998 to 1999 he was Vice President of the Research Department of Orbitex Finance. He was a Portfolio Manager and Assistant to the Bank's Executive Committee of Societe Generale from 1995 to 1998. From 1993 to 1995 he was the Finance and Regulatory Associate and Regulatory Analyst at Merrill Lynch Capital Markets. He has been a member of the Swiss CFA Society, formerly Swiss Society of Investment Professionals, since 1999 and a member of the CFA Institute, formerly Association of Investment Management and Research, since 1999. Mr Vogel brings extensive knowledge in structuring financial transactions. Mr. Vogel serves on the Board of Directors of several companies.
Gerard Protti, Director. Gerard Protti is Executive Advisor at Cenovus Energy, Chairman of the Board of FT Services, and a board member of Sub-One Technology and Alberta Innovates Technology Futures. Mr. Protti has 35 years of experience in the private and public energy sectors. This includes 14 years in several executive officer roles at PanCanadian Petroleum and EnCana Corporation including marketing, operations, new ventures, offshore and international development and corporate relations. He is past Chairman of the Canadian Association of Petroleum Producers and the Canadian Chamber of Commerce. He has graduate and undergraduate degrees in economics from the University of Western Ontario and University of Alberta respectively.
Gordon Keep, Secretary. Gordon Keep has extensive business experience in investment banking and creating public natural resource companies. Mr. Keep currently is Executive Vice-President of Fiore Financial Corporation, a private boutique merchant banking firm. He also serves as an officer and/or director for several natural resource companies. From January 2001 to July 2007, Mr. Keep was Managing Director of Corporate Finance at Endeavour Financial Corporation, September 1997 until March 2004, he was Senior Vice President and a director of Lions Gate Entertainment Corp., and from April 1987 until October 1997, he was Vice President, Corporate Finance in the Natural Resource group of Yorkton Securities Inc.
Manas Adriatic holds three Production Sharing Contracts (PSCs) for onshore Blocks in Albania that comprise 1.7 million net acres with a 100% working interest. The PSCs encompass Blocks A, B, D, E in which there have been nine large structures already identified and Blocks 2 and 3 which contain three large structures. Block 2 is geographically located within the area where Banker Petroleums' (BNK:TO) current shallow oil well is derived. Manas has the rights to explore for and produce oil from the deeper targets in this area.
The proceeds of the unit financing will be used for the setup of a bank guarantee, seismic works, reprocessing of acquired seismic data and other geological and geophysical expenditures, overhead costs and other general and administrative expenditures and a first drilling of a well.
Petromanas has issued 23,500,000 options to directors, officers, employees, consultants and charities at a price of $0.30 expiring on February 24, 2020. Petromanas has also issued 4,000,000 common shares to Endeavour Financial pursuant to their mandate agreement and a further 4,000,000 common shares to Overseas Financial Group as a finders' fee, which are subject to a hold period expiring June 25, 2010.
Raymond James Ltd. has agreed to act as sponsor in connection with the acquisition of Manas Adriatic and will be paid a sponsorship fee of $25,000 plus GST.
The Company has entered into an investor relations agreement with Vanguard Shareholder Solutions Inc. ("Vanguard") dated February 1, 2010 pursuant to which Vanguard has agreed to provide investor relations services to the Company in consideration for the sum of $11,500 per month and options to purchase 500,000 common shares at a price of $0.30 per share exercisable on or before February 24, 2015.
The Company now has 328,231,466 common shares issued and outstanding (572,281,466 common shares fully diluted).
Effective February 24, 2010, Deloitte & Touche LLP of Vancouver, B.C. have resigned as auditors of the Company and BDO AG of Zurich, Switzerland have been appointed as auditors of the Company.
Additional information on the Company and the Licenses is available in the Company's filing statement dated February 19, 2010 and in reports prepared pursuant to National Instrument 51-101 all of which are available on the SEDAR website at www.sedar.com.
Early Warning Requirements
--------------------------
Pursuant to the Manas Adriatic acquisition, DWM has ownership and control over 100,000,000 common shares of the Company and the right to acquire a further 150,000,000 common shares of the Company. The 100,000,000 common shares represent 30.47% of the issued and outstanding common shares of the Company. Assuming DWM acquired the additional 150,000,000 common shares it would hold 250,000,000 common shares representing 52.28% of the partially diluted issued and outstanding shares of the Company.
The Company understands that DWM does not act jointly or in concert with any other person and that DWM acquired the securities for investment purposes. The Company understands that DWM has no present intention to acquire further securities of the Company, although they may in the future acquire or dispose of securities of the Company through the market, privately or otherwise, as circumstances or market conditions warrant.
A copy of the Early Warning Report filed with the applicable securities regulators regarding the transaction is available on SEDAR (www.sedar.com). A copy of the Early Warning Report and further information may also be obtained by contacting Gordon Keep, Secretary of the Company, at (604) 609-6110.
The foregoing information may contain forward-looking information relating to the future performance of the Company. Forward looking information is subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward looking statements. Such risks and other factors include, among others, the actual results of exploration activities, changes in world commodity markets or equity markets, the risks of the mining industry including, without limitation, those associated with the environment, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, title disputes, change in government and changes to regulations affecting the oil and gas industry, and other risks and uncertainties detailed from time to time in the Company's filings with the Canadian securities administrators (available at www.SEDAR.com). Forward-looking statements are made based on various assumptions and on management's beliefs, estimates and opinions on the date the statements are made. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking information contained herein. The Company undertakes no obligation to update forward-looking statements if these assumptions, beliefs, estimates and opinions or other circumstances should change, except as required by applicable law.
Neither 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.
For further information: Erik Herlyn, President, Chief Executive Officer, Bahnofstrasse 9, P.O. Box 155CH-6341, Baar, Switzerland, Phone: +41 44 718 1030, Fax: +41 44 718 1039, Email: [email protected], Web: www.manaspete.com
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