TORONTO, ONTARIO--(Marketwire - April 27, 2012) - Quetzal Energy Ltd. (TSX VENTURE:QEI) ("Quetzal" or the "Company") announces that an annual and special meeting (the "Meeting") of the holders ("Shareholders") of its common shares ("Common Shares") will be held at the offices of Torys LLP, Suite 3000, 79 Wellington Street West, TD Centre, Toronto, Ontario on Thursday, May 31, 2012, at 2:00 p.m. (Toronto time) for the following purposes:
- to receive the financial statements of the Company, together with the report of the auditors thereon for the year ended December 31, 2011;
- to fix the number of directors of the Company to be elected at the Meeting at 6;
- to elect the directors of the Company for the ensuing year;
- to consider, and if thought fit, pass a special resolution to authorize the board of directors of the Company (the "Board") to, between annual meetings of Shareholders, determine or fix the number of directors by resolution, within the minimum and maximum number provided for in the articles of the Company;
- to appoint auditors of the Company for the ensuing year;
- to consider, and if thought fit, pass a special resolution to amend the articles of the Company to change the name of the Company from "Quetzal Energy Ltd." to "Santa Maria Petroleum Inc." or such other name as the Board deems appropriate, in its sole discretion;
- to consider, and if thought fit, pass a special resolution to approve the Company's new stock option plan;
- to consider, and if thought fit, pass a special resolution to amend the articles of the Company to consolidate the issued and outstanding Common Shares on the basis of one post-consolidation Common Share for every 10 pre-consolidation Common Shares or such lesser ratio that the Board deems appropriate, in its sole discretion (the "Consolidation"); and
- to transact such other business as may be properly brought before the Meeting or any adjournment thereof.
The specific details of the matters proposed to be put before the Meeting will be set forth in a proxy statement and information circular to be mailed to Shareholders and will be made available on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
The Board believes that consolidation of the Common Shares should enhance their marketability as an investment and should facilitate additional financings to fund operations in the future. The Consolidation is subject to TSX Venture Exchange (the "TSXV") approval. Subject to obtaining Shareholder and TSXV approval, the 600,764,492 pre-consolidation Common Shares that are currently outstanding would be reduced to approximately 60,076,449 post-consolidation Common Shares.
If the Consolidation is implemented, fractional post-consolidation Common Shares will not be issued to Shareholders and any fractional interests in post-consolidation Common Shares shall be cancelled.
About Quetzal Energy Ltd.
Quetzal is a junior oil and gas company with private participating interests in 4 blocks in the Llanos Basin of Colombia.
This news release contains forward-looking information with respect to the timing of the Meeting, the implementation of the Consolidation and the treatment of fractional post-consolidation Common Shares. Such forward-looking information is subject to the ability of the Company to obtain all requisite approvals and accordingly, there can be no assurance that any of the foregoing actions by the Company will be completed as contemplated. The Company assumes no obligation to update and/or revise this forward- looking information except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.