TORONTO, ONTARIO and JERSEY, CHANNEL ISLANDS--(Marketwire - Nov. 1, 2012) -
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Longreach Oil and Gas Limited (TSX VENTURE:LOI) ("Longreach") and APIC Petroleum Corporation (TSX VENTURE:API) ("APIC") are pleased to announce that further to the press releases dated October 2, 2012 and October 24, 2012, APIC has completed its non-brokered offering ("Offering") of subscription receipts ("Subscription Receipts"). An aggregate of 230,786,918 Subscription Receipts were sold under the Offering at a price of $0.13 per Subscription Receipt for total gross proceeds of $30,002,299.73.
Dennis A. Sharp, Chairman and CEO of APIC, commented:
"Longreach has an outstanding portfolio of assets in a politically stable and fiscally favourable environment. Morocco, as a significant importer of energy, offers a strong domestic market with gas prices in the order of $10 per MCF. Longreach`s operated Sidi Moktar Licence presents a unique opportunity; a proven and producing natural gas basin with well defined undrilled potential and access to an existing and underutilized gas pipeline which provides direct access to the phosphate mines and ready market. APIC brings an important technical appreciation of developing onshore projects together with the necessary capital to ensure project execution. This is an exciting time for both companies and we look forward to building shareholder value through a well conceived and exciting drilling program."
Commenting, Bryan Benitz, Chairman and CEO of Longreach, said:
"We are delighted with the successful conclusion of this financing. We have a very exciting multi well work programme ahead of us and upon conclusion of the proposed business combination, we will be fully capitalised to execute this."
Upon completion of the Proposed Transaction, Longreach, as the resulting issuer, intends to use the funds on a near term drill programme on Longreach's onshore licenses in Morocco, with particular focus on its operated Sidi Moktar acreage, and for general corporate purposes.
The gross proceeds of the Offering are being held in escrow by Computershare Trust Company of Canada ("Computershare"), pursuant to a subscription receipt agreement between Computershare and APIC and will be released, if certain conditions are satisfied by December 21, 2012, including completion of the proposed plan of arrangement transaction between Longreach and APIC (the "Proposed Transaction"). The Subscription Receipts are subject to a 4 month hold period expiring on March 1, 2013. However, upon release of the escrowed funds each Subscription Receipt will be converted into one common share of APIC which will then be immediately exchanged for common shares of Longreach on the basis of 5.3846 APIC shares for one common share of Longreach upon completion of the Proposed Transaction. Longreach shares issued to holders of Subscription Receipts will not bear any restrictive legends, and will be freely tradable other than (i) as may be required by securities law and/or the rules of the TSX Venture Exchange, and (ii) shares held by affiliates of Longreach or APIC will be subject to resale restrictions under U.S. securities laws. In connection with the release of the escrowed funds, certain finders will be entitled to receive a cash commission of 5% of the funds that were identified by such finder.
Four insiders of APIC or their associates participated in the Offering on the same terms as follows:
||Number of Subscription Receipts Purchased
||% of the Offering
||Major APIC shareholder
||Major APIC shareholder
|Dennis A. Sharp
APIC Shareholders Meeting
A special meeting of shareholders of APIC is scheduled to be held on Tuesday, December 4, 2012 to, among other things, ratify the Offering and issuance of Subscription Receipts to APIC insiders, and to approve the Proposed Transaction.
Longreach is an independent oil and gas exploration company focused on exploration and development within Morocco. Longreach holds directly an operating interest in one onshore exploration licence in Central Morocco, and through its wholly-owned subsidiary Longreach Oil and Gas Ventures Limited ("Ventures"), Longreach holds non-operating interests in four oil and gas exploration licences in southern onshore and offshore Morocco. In aggregate, Longreach's direct and indirect interests in such exploration licences cover approximately 52,706 km2 (gross interest) / 11,238 km2 (net interest) or approximately 13.0 million acres (gross interest) / 2.7 million acres (net interest).
Longreach's operating interest comprises a 50% interest in the onshore Sidi Moktar exploration licences referred to as Sidi Moktar West, Sidi Moktar South and Sidi Moktar North located in the Essaouira Basin in Central Morocco. Maghreb Petroleum Exploration S.A. ("MPE") and the ONHYM each hold 25% non-operating interests in the Sidi Moktar exploration licences. The ONHYM is an independent financially autonomous public institution representing the interests of the Kingdom of Morocco in the field of exploration and production of hydrocarbons and mining resources.
Longreach's four non-operating licences and its interest in each include: (i) the Zag exploration licence (22.5% interest), (ii) the Tarfaya exploration licence (22.5% interest), (iii) the Sidi Moussa exploration licence (7.5% interest) and (iv) the Foum Draa exploration licence (7.5% interest). Longreach believes that the Sidi Moktar exploration licences, together with these four non-operating exploration licences, represent approximately 11% of Morocco's total licence area.
Additional information on Longreach Oil and Gas Limited can be found at www.longreachoilandgas.com and at www.sedar.com.
APIC Petroleum Corporation, a company incorporated under the laws of Canada, is an oil and gas exploration and development company seeking to acquire oil and gas properties in Europe and elsewhere.
Additional information on APIC Petroleum Corporation can be found at www.apiccorp.com, and at www.sedar.com.
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. In particular, forward-looking information in this press release includes, without limitation, statements with respect to conversion of the Subscription Receipts, release of the escrowed proceeds, completion of the Proposed Transaction and use of proceeds. 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. Some of the risks and other factors could cause results to differ materially from those expressed in the forward-looking information include, but are not limited to, the risks that the parties will not proceed with the Proposed Transaction and associated transactions, that the ultimate terms of the Proposed Transaction and associated transactions will differ from those that currently are contemplated, and that the Proposed Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). 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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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