CALGARY, ALBERTA--(Marketwire - July 24, 2012) - Veraz Petroleum Ltd. ("Veraz") (TSX VENTURE:VRZ) announces that it has completed the previously announced sale of its wholly-owned subsidiary, Veraz Petroleum Peru S.A.C. ("Veraz Peru"), to Petrominerales Ltd. ("Petrominerales") pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the "Sale Transaction"). The Sale Transaction was approved by 98% of the votes cast by shareholders at the annual general and special meeting (the "Meeting") of Veraz held earlier today.
Pursuant to the terms of the Sale Transaction, Petrominerales acquired Veraz Peru for total consideration of US$5 million, which was satisfied by the issuance of 524,871 common shares ("Petrominerales Shares") of Petrominerales. A total of 314,716 Petrominerales Shares, or 0.00588 of a Petrominerales Share for each one (1) common share ("Veraz Share") of Veraz held (subject to rounding), are being distributed to shareholders of Veraz as a return of capital. Veraz intends to sell the remaining 210,155 Petrominerales Shares when it considers it appropriate to do so and use the proceeds therefrom to pay its transaction costs and other liabilities, to fund its continuing obligations as a public company, and to fund the pursuit of new business opportunities.
The distribution of the Petrominerales Shares to shareholders is expected to be completed on or about July 27, 2012. Following the distribution, most registered Veraz shareholders will receive a statement from Petrominerales' transfer agent, Computershare Trust Company of Canada ("Computershare"), confirming particulars of their ownership of Petrominerales Shares in Computershare's Direct Registration System (DRS). Veraz shareholders who do not hold Veraz Shares in their own names ("Beneficial Veraz Shareholders") should contact their broker for further details regarding the process by which the Petrominerales Shares will be deposited into the accounts of Beneficial Veraz Shareholders.
Transfer of Veraz Shares from TSXV to NEX
As a result of the Sale Transaction, Veraz no longer has an active business and no longer satisfies the continued listing requirements of the TSX Venture Exchange ("TSXV"). Accordingly, it is anticipated that the Veraz Shares will be delisted from the TSXV and listed and posted for trading on the NEX Board of the TSXV. It is anticipated that the Veraz Shares will remain on the NEX Board until such time as it is able to identify and successfully complete a new business venture and satisfy the listing requirements of the TSXV or another stock exchange.
At the Meeting, shareholders also approved the consolidation of the Veraz Shares on a 3 to 1 basis (the "Consolidation"). The shareholders' resolution approving the Consolidation authorizes the board of directors of Veraz to implement the Consolidation at any time prior to the next annual general meeting of Veraz's shareholders, or to determine not to implement the Consolidation. The board of directors of Veraz has determined not to implement the Consolidation at the present time, but may do so in the future.
Certain information provided in this press release constitutes forward-looking statements. The words "anticipate", "expect", "project", "estimate", "plan" and similar expressions are intended to identify such forward-looking statements. This press release contains forward-looking statements pertaining to, without limitation, the following: Veraz's intention to sell the Petrominerales Shares that it does not distribute to shareholders and the intended use of the proceeds therefrom; the anticipated timing of completing the distribution of the Petrominerales Shares to be distributed to shareholders; and details regarding the delisting of the Veraz Shares from the TSXV, the listing and posting for trading of the Veraz Shares on the NEX Board, and the identification and completion of a new business venture and the subsequent ability to satisfy the listing requirements of the TSXV or another stock exchange. We have made various assumptions relating to the forward-looking statements contained herein, including in respect of our ability to satisfy the listing requirements of the NEX Board and our ability to identify and complete a new business venture that satisfies the listing requirements of the TSXV or another stock exchange. Although we believe that the expectations reflected in these forward-looking statements, and the assumptions on which they are made, are reasonable, undue reliance should not be placed on them as we can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions and are based on various assumptions, by their very nature they involve inherent risks and uncertainties that contribute to the possibility that the forward-looking statements may not be accurate, which may cause our actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, failure to identify and complete a new business venture that satisfies the listing requirements of the TSXV or another stock exchange, and the other factors described in our public filings available at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking statements contained in this press release are made as of the date hereof and we undertake no obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
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