TORONTO, ONTARIO and JERSEY, CHANNEL ISLANDS--(Marketwire - Dec. 20, 2012) -
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Longreach Oil & Gas Limited (TSX VENTURE:LOI) ("Longreach") and APIC Petroleum Corporation (TSX VENTURE:API) ("APIC") are pleased to announce that on 20th December, 2012, Longreach and APIC completed their previously announced business combination by way of plan of arrangement under the laws of Jersey, Channel Islands (the "Arrangement"). Under the terms of the Arrangement, former shareholders of APIC are entitled to one share of Longreach ("Longreach Share") for every 5.3846 APIC Shares (the "Exchange Ratio") and former holders of options and warrants of APIC are entitled to options and warrants of Longreach, as applicable, in accordance with the Exchange Ratio. It is expected that the ordinary shares of APIC will be delisted from the TSX Venture Exchange on or about December 21, 2012.
In connection with the Arrangement, Dennis A. Sharp, former Chairman and Chief Executive Officer of APIC, has been appointed Executive Chairman of the Board of Longreach, Andrew Benitz, former Chief Operating Officer of Longreach, has been appointed Chief Executive Officer of Longreach and Thomas Vukovich, former director of APIC, has been appointed to the Board of Longreach. In addition, Bryan Benitz has resigned as Chief Executive Officer and Chairman but will remain as Vice-Chairman and Non-Executive Director of Longreach. Dr. Mahmoud Zizi has resigned as Director of Longreach and has been appointed as an Advisor to the Board of Longreach.
Commenting, Andrew Benitz, Chief Executive Officer of Longreach, said:
"We are delighted to formally complete the business combination with APIC and announce the ensuing Board for Longreach. I would like to thank Dr. Zizi for his contributions to Longreach to date as an integral member of the team in the initial stages of development of our company and I am very pleased that he will continue to work with us in the capacity of Advisor to the Board. I welcome Thomas Vukovich to our Board, who brings considerable commercial and investment experience to the team."
Also commenting, Dennis A. Sharp, current Executive Chairman of Longreach and former Chairman and Chief Executive Officer of APIC, said:
"The combination of Longreach and APIC creates a Company with solid funding, significant planned operational activity and attractive assets in an area of the world that has good prospectivity and an attractive and supportive fiscal regime. With our Board and senior management now in place, our next objective will be the realization of our business strategy and the creation of shareholder value."
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. 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. 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.
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.