Perisson Petroleum Corporation
Tuesday, February 13, 2018 - 11:52 AM EST

Correcting and Replacing: Perisson Announces Proposed Acquisition of  AP-Nafta Operating LLC and Offering of Convertible Debentures



Calgary, Alberta (FSCwire) - This press release replaces the press release disseminated February 13, 2018 at 9:00AM ET. The press release was missing a paragraph below the sixth paragraph .  The corrected press release is below.

 

Perisson Announces Proposed Acquisition of

AP-Nafta Operating LLC and Offering of Convertible Debentures

 

Calgary, Alberta (February 13, 2018) – Perisson Petroleum Corporation (“Perisson” or the “Company”)(TSXV:POG) is pleased to announce that it has entered into a joint venture arrangement (the “Kermerkol JV Agreement”) for a conditional purchase of 28% of the limited partnership units of Ap-Nafta Operating LLP (“Ap-Nafta”), an oil and gas exploration and development partnership located in Kazakhstan (the “Acquisition”).  Pursuant to the Kermerkol JV Agreement and the Acquisition, the Company proposes to issue approximately 43 million common shares at closing for the net acquisition interest, the deemed price and final share amount subject to completion of asset valuation and due diligence.  In addition, the conditional share purchase agreement allows for Perisson to replace the board of directors and management of AP-Nafta at any time prior to Closing.

 

Ap-Nafta Operating LLP is engaged in the exploration and production of crude oil and associated gas at the Kemerkol field in the Kyzylkoginsky district of the Atyrau region of Kazakhstan. The nearest settlement is Mukyr located 24 km from the deposit.   AP-Nafta currently produces approximately 840 barrels of sweet, light (44 degree API) oil per day from 4 producing wells.

 

The transaction is in the early stages and a number of conditions need to be met before Perisson and Ap-Nafta can complete the Acquisition, including but not limited to:  entering into a supplemental agreement setting out certain corporate and tax implications of the transaction unique to Kazakhstan, the concurrent acquisition of an additional 42% of the limited partnership units of Ap-Nafta by certain strategic partners of Perisson, the completion of due diligence and acceptance of the transaction by the TSX Venture Exchange (“TSXV”), as well as approvals of other applicable regulatory authorities. 

 

Ap-Nafta Selected Financial Information:

 

Selected financial information for Ap-Nafta for the year ended December 31, 2016 (unaudited) is as follows (converted from Kazakhstan Tenge to Canadian Dollars using Feb 6, 2018 conversion rate).

 

 

 

 

 

For the year ended December 31, 2016

 

 

 

 

 

 

 

Operating Income

 

$812,237

 

 

 

 

 

Operating Expenses

 

($249,293)

 

 

 

 

 

Tax Expense

 

($285,967)

 

 

 

 

 

Net Profit

 

$276,978

 

         

 

Total assets

$8,119,270

       

Total liabilities

$6,569,810

       

Stockholder's equity (deficit)

$1,271,710

Perisson is also pleased to announce the assignment of the Company’s outstanding $3 million debenture debt (the “Outstanding Debenture”) into a convertible debenture with a conversion price equal to $0.05 per share (post share split, as detailed below).  The debentures mature on January 3, 2020 and have an annual interest rate of 18%.  Completion of the debenture conversion is subject to TSXV approval.

 

In addition to the exchange of the Company’s Outstanding Debenture, the Company is pleased to announce the offering of an additional convertible debenture financing (the “Offering”).

 

The offering of convertible debentures shall be for an aggregate maximum principal amount of $20,000,000.  The debentures will mature 2 years from the date of issuance, with a one year extension option at the request of Perisson, and bear interest at 12% per annum, with a 7% agency fee, all payable at maturity.    They are convertible into common shares of the Company at $0.20 per share until maturity.  The Offering is subject to approval by the TSXV.

 

With respect to the recently completed 10 for one forward split of Perisson common shares, the split was effective January 19, 2018 to shareholders of record January 18, 2018. The common shares commenced trading on a "due bills" basis on the Exchange effective from the opening on January 17, 2018 to and including the split date of January 19, 2018. Sellers of the common shares on the Exchange from January 17, 2018 to and including January 19, 2018, were not entitled to the distribution of the new common shares. Holders including buyers on January 18, 2018 are entitled to receive the distribution. The common shares commenced trading on the Exchange on an ex-distribution basis effective from the opening on January 19, 2018. The due bill redemption date was January 22, 2018.

 

Mr. Wayne Rousch, President of Perisson, stated “The acquisition of AP-Nafta represents the first international acquisition of Perisson in completing its long term strategy for the purchase, transportation and sale of petroleum products.  We are excited to work with our new Kazakhstan and Chinese partners in bringing this ambitious acquisition to a close.”

 

About Perisson Petroleum Corporation

 

Perisson Petroleum Corporation is listed on the TSX Venture Exchange and trades under the symbol "POG".  The Corporation has ownership in certain oil and gas producing properties in the Twining area of Alberta, Canada.  The Company also holds a 100% working interest in the VMM-17 block, a license located in the prolific, stable, oil-producing region of the Middle Magdalena Basin in central Colombia.

 

FOR FURTHER INFORMATION, PLEASE CONTACT:

 

Wayne Rousch, President

Direct Line: (403) 827-8597

wrousch@perisson.com

 

Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

 

FORWARD LOOKING STATEMENTS

 

This news release contains forward-looking statements relating to the timing and completion of the proposed Acquisition, the future operations of Perisson and other statements that are not historical facts.  Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the proposed Acquisition and the future plans and objectives of Perisson, are forward looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Perisson's expectations are risks detailed from time to time in the filings made by Vela with securities regulations.

 

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.

 

Trading in the securities of Perisson Petroleum Corporation should be considered highly speculative. 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.



To view the associated document to this release, please click on the following link:
public://news_release_pdf/PerissnR02132018.pdf



Source: Perisson Petroleum Corporation (TSX Venture:POG)

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