NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Calgary, AB (December 12, 2017) – Sterling Resources Ltd. (“Sterling” or the “Corporation”) (TSX: SLG) and PetroTal Ltd. (“PetroTal”) are pleased to announce the closing of PetroTal’s previously announced brokered private placement offering of 34,000,000 subscription receipts (the “Subscription Receipts”) for aggregate gross proceeds of USD$34 million (the “Financing”). The Financing was completed through a syndicate of investment dealers co-led by Eight Capital and Pareto Securities and including PillarFour Securities Inc.
Each Subscription Receipt will be exchangeable into one common share in the capital of PetroTal without any further action required on the part of the holder of the Subscription Receipt and without payment of any additional consideration, upon the closing of the business combination of Sterling and PetroTal (the “Proposed Transaction”) as further described in the filing statement of the Corporation dated November 29, 2017 (the “Filing Statement”).
Sterling is a publicly-traded company listed on the TSX Venture Exchange (the “TSX”) with its common shares listed and posted for trading on the TSX under the symbol “SLG”.
PetroTal, a company incorporated under the laws of Alberta, is a private junior oil and gas exploration, development and production company formed for the purpose of acquiring, and subsequently enhancing and producing oil and gas from properties in Latin America. PetroTal currently has no production and has not conducted active operations since its incorporation.
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. The forward-looking statements and information are based on certain key expectations and assumptions made by Sterling, including expectations and assumptions concerning Sterling, PetroTal, the Proposed Transaction, the Financing, the timely receipt of court, TSX and regulatory approvals and the satisfaction of other closing conditions in accordance with the terms of the arrangement agreement entered into between Sterling and PetroTal. Although Sterling and PetroTal believe that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because neither Sterling nor PetroTal can give any assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. Sterling and PetroTal undertake no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSX acceptance. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
The TSX has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved of the contents of this press release.
Neither the TSX nor its regulation services provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.
For further information, please contact:
Sterling Resources Ltd.
T: +44 7818 418845