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Calgary, Alberta – December 1, 2017 Sterling Resources Ltd. (“Sterling” or the “Corporation”) (TSX: SLG) and PetroTal Ltd. (“PetroTal”) are pleased to announce that a filing statement (the “Filing Statement”) prepared in accordance with the requirements of the TSX Venture Exchange (the “TSX”) in connection with the previously announced business combination of Sterling and PetroTal pursuant to a plan of arrangement (the “Proposed Transaction”) has been filed under Sterling’s profile on SEDAR and is available at www.sedar.com.
For additional information about the Proposed Transaction, please see the joint press release of Sterling and PetroTal dated November 9, 2017, which is available under Sterling’s profile on SEDAR at www.sedar.com.
The Proposed Transaction is currently anticipated to close on or about December 11, 2017. Closing of the Proposed Transaction is subject to a number of conditions including, but not limited to, the completion of a brokered private placement offering of subscription receipts for aggregate gross proceeds of a minimum of USD$25 million (the “Financing”) anticipated to close on December 8, 2017 and closing conditions customary to a transaction of the nature of the Proposed Transaction, including those described in the Filing Statement.
PetroTal is pleased to announce that it is anticipated that the aggregate gross proceeds of the Financing will be approximately USD$34 million. The Financing is being co-led by Eight Capital and Pareto Securities AS on behalf of a syndicate of investment dealers that includes PillarFour Securities Inc.
Eight Capital is acting as financial advisor to PetroTal and PillarFour Securities LLP is acting as financial advisor to Sterling with respect to the Proposed Transaction.
Trading in the shares of the issuer resulting from the Proposed Transaction (the “Resulting Issuer”) is expected to commence on the TSX under the name “Sterling Resources Ltd.” shortly after closing and following the issuance by the TSX of its final bulletin in respect of the Proposed Transaction. The trading symbol of the Resulting Issuer will be “SLG”.
Sterling is a publicly-traded company listed on the TSX, and incorporated under the laws of Alberta. Sterling was previously engaged in the exploration for, and the development and production of, crude oil and natural gas in the United Kingdom and the Netherlands. In May 2017, before the Proposed Transaction was entered into, Sterling commenced a plan to wind-up and dissolve the company. The plan involved redeeming all issued and outstanding bonds, cancelling and paying in full Sterling’s credit facilities, disposing of all funding arrangements for projects, and completing three consecutive cash distributions to the holders of Sterling common shares, with the final cash distribution set to be issued immediately prior to Sterling’s formal dissolution. With all of Sterling’s debt disposed of, and one of the cash distributions completed before the Proposed Transaction, on June 30, 2017, Sterling’s remaining assets consisted of approximately USD$19 million in net working capital as at September 30, 2017.
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.
Additional information regarding the Proposed Transaction will be made publicly available by Sterling and PetroTal in due course.
For further information, please contact:
Sterling Resources Ltd.
T: +44 7818 418845
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.
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 Resulting Issuer, 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 believes 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 Sterling can give no 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 undertakes 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.