CALGARY, ALBERTA--(Marketwire - Dec. 31, 2012) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Platino Energy Corp. ("Platino") began operations today as a newly formed exploration, evaluation and development business focused on the Morpho, Coati, Andaquíes and Putumayo-8 Blocks in Colombia. Platino was formed as a result of a plan of arrangement (the "Arrangement") involving C&C Energia Ltd., ("C&C Energia"), Pacific Rubiales Energy Corp. ("Pacific Rubiales") and Platino. The Arrangement involved the acquisition by Pacific Rubiales of all of the outstanding common shares of C&C Energia ("C&C Energia Shares"). Pursuant to the Arrangement, the holders C&C Energia Shares received, for each C&C Energia Share held, 0.3528 of a common share of Pacific Rubiales, cash consideration of Cdn. $0.001 and one common share of Platino (each a "Platino Share"). Pacific Rubiales has retained a 5% equity interest in Platino.
Platino will carry on the business previously carried on by C&C Energia in respect of the assets transferred to Platino through the Arrangement and, having been initially capitalized with approximately US$88.5 million in cash (subject to certain expense reimbursement obligations and working capital adjustments) transferred from C&C Energia, is expected to begin its operations with a net cash position of approximately US$80.0 million.
"Platino is a new company, but with assets and a management team drawn from C&C Energia. We are already familiar to many of our shareholders," said Randy McLeod, President of Platino. "We are moving forward with a well-defined plan, which will initially focus on activities related to progressing our understanding of our asset base. In addition, the management team of Platino will also consider opportunities that will potentially yield value to the shareholders of Platino."
Platino and C&C Energia intend that the exploration and production contracts in respect of the properties transferred to Platino will be amended by the ANH, the Colombian hydrocarbons regulator, to reflect that a subsidiary of Platino is the operator of such properties. The parties to the Arrangement expect that the ANH will not object to Platino becoming the operator of the relevant properties. However, the parties have agreed that if operation of the properties by Platino or its subsidiaries is objected to by the ANH a subsidiary of C&C Energia will continue to operate the properties for Platino until alternative arrangements are made under which Platino or a subsidiary thereof can serve as operator. In any of such circumstances Platino or a subsidiary thereof will remain the holder of the participating interest in each of the exploration and production contracts.
Conditional listing approval for the Platino Shares issuable pursuant to the Arrangement has been received from the TSX Venture Exchange (the "TSX-V"). Provided that all of the listing conditions of the TSX-V are met, trading of the Platino Shares on the TSX-V under the symbol 'PZE' is expected to commence on or about January 4, 2013 with the C&C Energia Shares to be delisted from the Toronto Stock Exchange on or about January 3, 2013.
About Platino Energy
Platino is a Calgary, Alberta headquartered resource company engaged in the exploration for, and the acquisition, development and production of, hydrocarbons in Colombia.
Advisory Regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws. The use of any of the words "will", "plan", "exploring", "focus", "prospect", "expected" and similar expressions is intended to identify forward-looking information concerning: the potential of the Platino asset base; the plans of Platino for the their lands and the assets owned by Platino; the listing and trading of the Platino Shares; and the delisting of the C&C Energia Shares.
The forward-looking information in this news release is based on certain key expectations and assumptions made by Platino, including assumptions as to: the submission, in a timely manner, of regulatory and third party applications; the receipt in a timely manner, of regulatory and third party approvals; the timing and progress of work relating to Platino's assets; Platino's geological and engineering estimates; future production levels; the regulatory framework with respect to royalties, taxes, environmental matters, resource recovery and securities matters in the jurisdiction in which Platino will conduct its business; the geography of the areas in which Platino will conduct exploration and development activities; the sufficiency of budgeted capital expenditures in carrying out planned activities; the accuracy of testing results and seismic data; the accuracy of resource estimates and the general continuance of current or, where applicable, assumed operational, regulatory and industry conditions; the anticipated timing and receipt of final listing approval from the TSX-V and the anticipated timing of the delisting of the C&C Energia Shares. Although Platino believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Platino can give no assurance that it will prove to be correct.
The forward-looking information in this news release is subject to known and unknown risks and uncertainties and other factors which may cause actual results to differ materially from those expressed or implied in the forward-looking information. Such risks, uncertainties and factors include, among others: inability to secure necessary regulatory or other third party approvals; the early stage of development of Platino and its assets and the nature of the exploration and development activities on such assets; difficulties encountered during the exploration for, delineation, development and production of bitumen; the need for additional time to satisfy the conditions of the TSX-V with respect to the listing of the Platino Shares on the TSX-V or the conditions of the TSX with respect to the delisting of the C&C Energia Shares. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release.
Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of Platino are included in the Listing Application (Form 2B) of Platino filed with the TSX-V, which will be filed with applicable securities regulatory authorities and may be accessed through the SEDAR website www.sedar.com.
The forward-looking information contained in this news release is made as of the date hereof and Platino undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
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