CALGARY, ALBERTA–(Marketwired – May 30, 2015) – Platino Energy Corp. (TSX VENTURE:PZE) (“Platino” or a “Company“), is gratified to announce that it has entered into a decisive merger agreement (the “Acquisition Agreement“) pursuant to which, inter alia, an associate of a account managed by Denham Capital Management LP (“Denham“) will acquire all of a superb common shares of Platino for care of C$0.25 per share (the “Transaction“). This squeeze cost represents an approximately 9% reward to a volume-weighted normal cost of a Platino common shares on a TSX Venture Exchange for a 30 trade days finished on May 29, 2015, being a final trade day before to a date of agreement.
As is a box for many youth oil and gas companies, and some-more entirely described in Platino’s financial statements and management’s contention and research for a entertain finished Mar 31, 2015 (a “First Quarter 2015 Reports“), given a capital-intensive inlet of a operations, intensity value-creation activities from a Company’s resources need entrance to element outmost funds. In together with a steep dump in oil prices witnessed given late 2014, Platino’s ability to secure such appropriation from a open markets has come underneath pressure. The dump in oil prices has also led to a rebate in Platino’s borrowing ability underneath a existent credit facility. These issues have significantly impacted a Company’s ability to continue executing on a designed operational activities (such activities being directed during augmenting oil prolongation and compared money upsurge during a year) and have culminated in a Company potentially not carrying sufficient supports during a change of 2015 to cover a costs. Investors are urged to deliberate a some-more fulsome outline of a Company’s stream operational and financial position set onward in a First Quarter 2015 Reports that have been filed underneath a Company’s form on SEDAR during www.sedar.com.
In response to a events remarkable above, Platino has been actively seeking out alternatives and has entered into discussions with several entities, including a largest shareholder, a apart account managed by Denham, to secure a collateral compulsory to continue to govern on a business plan. This routine culminated with a Company negotiating a terms of a Transaction, that a Company believes offers Platino’s shareholders (other than Denham and a affiliates) a petrify eventuality to commend a value fundamental in a Company’s assets.
The Transaction is due to be effected by approach of alliance of a Company with a Denham fund’s dependent entity, and is theme to a series of prevalent conditions, including a receipt of all germane approvals, including though reduction a capitulation by a TSXV and a claim approvals of shareholders of Platino, as good as other prevalent shutting conditions. Each of a directors and executive officers of Platino, as good as certain investment vehicles managed by Denham, representing in total approximately 27% of a released and superb Platino common shares (on a non-diluted basis) have committed to opinion their Platino common shares in foster of a Transaction during a Platino special shareholders meeting. The Transaction will need capitulation of 66 2/3% of Platino shareholders voting in chairman or by substitute during a special assembly of Platino shareholders to be called to cruise a Transaction and a “majority of a minority” as compulsory by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) after incompatible a votes expel in honour of Platino common shares hold by Denham, a affiliates and such other persons as are compulsory to be released underneath MI 61-101.
Under a terms of a Acquisition Agreement, Platino has concluded that it will not appeal or trigger any inquiries or discussions per any other business multiple or merger proposal, theme to a fiduciary avocation of a Board of Directors. In certain circumstances, Platino has concluded to compensate a stop cost of C$1.0 million.
All of Platino’s superb batch options have an practice cost of equal to C$0.25 per share and are accordingly “out-of-the-money” underneath a terms of a Transaction. As a result, a holders of a superb batch options have concluded to a stop of all such “out-of-the-money” options for favoured consideration.
Complete sum of a terms of a Transaction are set out in a Acquisition Agreement, that will be filed by Platino underneath a form on SEDAR during www.sedar.com. In addition, serve information per a Transaction will be contained in an information circular, to be prepared by Platino, that will be filed and mailed in due march to a Platino shareholders in tie with a claim shareholder approvals of a Transaction. It is approaching that a Platino shareholder assembly will take place in mid-July 2015, with shutting of a Transaction approaching to start shortly thereafter, though in any eventuality on or before Aug 31, 2015. All shareholders are urged to examination a information round once it becomes available, as it will enclose additional information concerning a Transaction.
Special Committee and Financial Advisor
The house of directors of Platino dynamic a special cabinet (the “Special Committee“) of eccentric directors to examination a due Transaction. CIBC World Markets Inc. (“CIBC“) acted as financial confidant to a Special Committee with honour to a Transaction and has supposing a Special Committee with a opinion that, as of a date of capitulation of a Acquisition Agreement and theme to a assumptions, stipulations and education set onward therein, a care to be perceived by Platino shareholders pursuant to a Acquisition Agreement is fair, from a financial indicate of view, to a Platino shareholders other than Denham and any of a affiliates.
Board of Directors Recommendation
The Board of Directors of Platino, on a recommendation of a Special Committee, has unanimously authorized (with any meddlesome executive abstaining) a Transaction and, formed in partial on a written integrity opinion from CIBC, has unanimously dynamic that a Transaction is in a best interests of Platino and is satisfactory to a Platino shareholders (excluding Denham and a affiliates) and has resolved to suggest that a Platino shareholders opinion in foster of a Transaction.
Platino is a Calgary, Alberta headquartered apparatus association intent in a scrutiny for, and a acquisition, expansion and prolongation of hydrocarbons in Colombia.
Certain statements contained in this news recover consecrate forward-looking information and statements within a definition of germane Canadian bonds laws (collectively, “forward looking information”). The use of any of a difference “estimated”, “potentially”, “will”, and identical expressions are dictated to brand forward-looking information. In particular, though though tying a foregoing, this news recover contains forward-looking information regarding to, among other things: (a) a Company’s expectations respecting a ability to cover costs for a change of 2015; (b) a timing of a Platino shareholder assembly and approaching shutting date of a Transaction; (c) a advantages of a Transaction to Platino and a shareholders; and (d) other expectations, beliefs, plans, goals, objectives, assumptions, information and statements about probable destiny events, conditions, formula of operations or performance.
Various element factors, expectations and assumptions were used in sketch a conclusions or creation a forecasts and projections contained in a forward-looking information via this news recover including, though limitation, expectations and assumptions relating to: (a) capability estimates from a Company’s wells; (b) destiny attention and mercantile conditions and areas for expansion and development; (c) commodity prices, unfamiliar banking sell rates and seductiveness rates; (d) collateral output programs and other expenditures; (e) a ability of a Company to entrance supports underneath a stream credit trickery in a future; (f) Platino’s destiny handling and financial results; and (g) diagnosis underneath bureaucratic regulatory regimes and tax, environmental and other laws; (h) a receipt of all compulsory regulatory and third celebration approvals in honour of a Transaction; (i) a receipt of shareholder capitulation in honour of a Transaction; (j) that all conditions to a execution of a Transaction will be confident or waived in a demeanour and on a timelines contemplated in a Acquisition Agreement; and (k) a intentions of counterparties, including Denham and a affiliates.
The forward-looking information enclosed in this news recover is not a pledge of destiny opening and should not be unduly relied upon. Such information involves famous and different risks, uncertainties and other factors that might means tangible formula or events to differ materially from those expected in such forward-looking information including, though limitation: (a) sensitivity in marketplace prices for oil and healthy gas; (b) sensitivity in sell rates for a U.S. dollar relations to other universe currencies; (c) liabilities and risks fundamental in a oil and gas industry; (d) good work-over efforts might not have a impact now expected by a Company and might not be successful; (e) changes in ubiquitous economic, marketplace and business conditions in Colombia and worldwide; (f) actions by bureaucratic or regulatory authorities (both domestic and foreign), including changes in taxation laws and a risk of nationalization and sequestration of assets; (g) a impact of inauspicious continue on a operations of Platino and a subsidiaries; and (h) increases and overruns in handling costs. The Transaction is theme to a series of conditions and third celebration and regulatory approvals. The impact, outcome and timing of a due Transaction might differ from that now expected by Platino and regulatory, third celebration and claim shareholder approvals might not be performed on a timelines expected or during all. Platino cautions that a foregoing list of assumptions, risks and uncertainties is not exhaustive.
Additional information on these and other factors that could impact a operations or financial formula of Platino are enclosed in a Listing Application (Form 2B) of Platino filed with a TSXV, that has been filed with germane bonds regulatory authorities and might be accessed by a SEDAR website www.sedar.com. The forward-looking information contained in this news recover is done as of a date hereof and Platino undertakes no requirement to refurbish publicly or correct any forward-looking information, either as a outcome of new information, destiny events or otherwise, unless so compulsory by germane bonds laws.
The TSXV has in no approach upheld on a merits of a due transaction and has conjunction authorized nor disapproved a essence of this press release. Neither a TSXV not a Regulation Services Provider (as that tenure is tangible in a policies of a TSXV) accepts shortcoming for a endowment or correctness of this release.