Calgary, Alberta, Canada, November 29, 2017 ‐ Sterling Resources Ltd. (TSX:SLG) (“Sterling” or the “Company”) announces interim operating and financial results for the three and nine month periods ended September 30, 2017. Unless otherwise noted, all figures contained in this release are denominated in United States dollars. The Company’s interim condensed consolidated financial statements and management’s discussion and analysis (“MD&A”) for the reporting period have been filed on SEDAR at www.sedar.com and posted on the Company’s website at www.sterlingresources.com.
On November 9, 2017 Sterling Resources Ltd. (“Sterling”) and PetroTal Ltd. (“PetroTal”) entered into an arrangement agreement (the “Arrangement Agreement”) whereby Sterling and PetroTal will complete a business combination pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Alberta Business Corporations Act (the “PetroTal Transaction”). The Plan of Arrangement will result in the amalgamation of Sterling and PetroTal under the name Sterling Resources Ltd. (“New Sterling”).
Pursuant to the PetroTal Transaction, each common share of PetroTal (“PetroTal Share”) will be exchanged for 5.35 common shares of Sterling (“Sterling Shares”), following which Sterling and PetroTal will be amalgamated to form New Sterling. The PetroTal Transaction is expected to constitute a “Reverse Takeover” pursuant to the policies of the TSX Venture Exchange (the “TSX”) and is subject to the acceptance of the TSX. Sterling is at arms’ length to PetroTal.
In addition, PetroTal has entered into a share purchase agreement dated as of November 9, 2017 (the “SPA”) with Sterling, Gran Tierra Energy Inc. (“GTE”), and its wholly owned subsidiary Gran Tierra Energy International Holdings Ltd. (“GTEIH”), to acquire Gran Tierra Energy International (Peru) Holdings B.V. (“GTE Peru”), an indirect wholly-owned subsidiary of GTE. Pursuant to the SPA and in the manner set forth in the Plan of Arrangement, New Sterling shall acquire all of the issued and outstanding common shares in the capital of GTE Peru (the “GTE Peru Shares”) and, in consideration for the GTE Peru Shares, New Sterling shall issue 187,265,918 common shares of New Sterling (“New Sterling Shares”) to GTEIH at a deemed price of approximately $0.1869 per New Sterling Share, subject to adjustment in cash as set forth in the SPA (the “Acquisition”). As additional consideration for the transactions contemplated in the SPA, GTEIH shall receive a 20 per cent working interest in Block 107 of the Bretaña field located in Peru at closing of the Acquisition and, following the drilling of an initial exploration well, GTEIH may, for no additional consideration, elect to either retain its 20 per cent working interest (a “Positive Election”) or transfer its 20 per cent working interest to New Sterling for no consideration. From and after the date of a Positive Election, GTEIH will pay its pro rata share of costs associated with its 20 per cent working interest. GTE is at arms’ length to PetroTal and Sterling.
In conjunction with the closing of the PetroTal Transaction, PetroTal will enter into an agreement with a syndicate of investment dealers (the “Agents”) co-led by Eight Capital and Pareto Securities AS and including PillarFour Securities Inc., for a brokered private placement offering of subscription receipts (“Subscription Receipts”) on a best efforts agency basis at a price of US$1.00 per Subscription Receipt for aggregate gross proceeds of a minimum of US$25 million (the “Financing”). The Financing is expected to close on or about December 7, 2017. Each Subscription Receipt will be exchangeable into one PetroTal Share 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 PetroTal Transaction.
While Sterling anticipates the satisfactory completion of the Proposed Transaction, in the event that PetroTal is unable to complete the Financing on satisfactory terms, PetroTal and Sterling will be unable to complete the Proposed Transaction. In that circumstance, Sterling will undertake steps to effect its liquidation and winding up and the distribution of its remaining assets to the Sterling Shareholders as soon as practicable and in the manner previously disclosed to the Sterling Shareholders.
FINANCIAL AND OPERATING HIGHLIGHTS
- Net working capital was a surplus of $19.0 million as at September 30, 2017, and has increased during the quarter from $17.2 million as at June 30, 2017 following the reversal of the provision for wind-up costs as it is no longer the intention of the company to wind-up.
- For the nine month period ended September 30, 2017, the Company recorded a net loss of $4.8 million ($0.03 per weighted average Common Share) from continued operations and a loss of $242.9 million ($1.65 per weighted average Common Share) from discontinued operations compared with a net loss of $2.6 million ($0.01 per weighted average Common Share) from continued operations and a net loss of $30.3 million ($0.10 per weighted average Common Share) from discontinued operations in the nine month period ended September 30, 2016. The net loss in 2017, compared to 2016, was much higher following the completion of the ONE Transaction which resulted in a write-down of $172.0 million on the disposed operations.
- For the three month period ended September 30, 2017, the Company recorded a net income of $1.7 million ($0.01 per weighted average Common Share) for continued operations compared with a net loss of $1.1 million ($0.01 per weighted average Common Share) for continued operations and a net loss of $4.9 million ($0.03 per weighted average Common Share) for discontinued operations in the three month period ended September 30, 2016. The net income in 2017, compared to the net loss in 2016, was mainly due to the reversal of the provision for wind-up costs.
NON-GAAP FINANCIAL MEASURES
This news release contains references to ”Net working capital” which, as used in this news release, is defined as current assets less current liabilities excluding the Cladhan funding arrangements (now disposed of) and is used to monitor the short term financial health of the company. Net working capital (deficit) provides additional information that management believes is meaningful in describing the Company’s operational performance, liquidity and capacity to fund capital expenditures and other activities. Net working capital (deficit) does not have a standardized meaning prescribed by GAAP and may not be comparable to similar measures presented by other entities. Readers are cautioned that this measure should not be construed as an alternative to other measures of financial performance calculated in accordance with GAAP.
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.
Filer Profile No. 00002072
All statements included in this news release that address activities, events or developments that Sterling expects, believes or anticipates will, should or may occur in the future are forward-looking statements. In particular, this news release contains forward-looking statements with respect to the PetroTal Transaction, the Acquisition and the Financing and the wind‐up and dissolution of the Company.
These forward-looking statements involve numerous assumptions made by Sterling based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will prove inaccurate, certain of which are beyond Sterling’s control, including: the impact of general economic conditions in the areas in which Sterling operates, civil unrest, industry conditions, changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in commodity prices, foreign exchange or interest rates, stock market volatility and obtaining required approvals of regulatory authorities. In addition, there are risks and uncertainties associated with oil and gas operations. Readers should also carefully consider the matters listed under the heading “Risk Factors” in the Company’s MD&A.
Undue reliance should not be placed on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Sterling’s actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. These statements speak only as of the date of the news release. Sterling does not intend and does not assume any obligation to update these forward-looking statements except as required by law.
Sterling Resources Ltd. is a Canadian-listed company whose registered office is in Calgary, Alberta. The Common Shares are listed and posted for trading on the TSX under the symbol “SLG”.
FOR FURTHER INFORMATION, CONTACT: