Calgary, Alberta and Houston, Texas – May 9, 2018—Sterling Resources Ltd. (“Sterling” or the “Company”) (TSX-V: SLG) is pleased to announce that it has mailed a management information circular (the “Circular”) to holders (“Shareholders”) of its common shares (“Shares”) in connection with an annual general and special meeting (the “Meeting”) of Shareholders to be held in the Clarkson & Tétrault Boardroom at the offices of McCarthy Tétrault LLP, Suite 4000, 421 – 7th Avenue S.W., Calgary, Alberta on Wednesday, May 30, 2018 at 10:00 a.m. (Calgary time).
At the Meeting, Shareholders will be asked to consider for approval, among other things, a resolution authorizing a consolidation of the Shares on the basis of a ratio of between four and eight pre-consolidation Shares for each one post-consolidation Share (the “Consolidation”) and a resolution authorizing a change of the Company’s name to “PetroTal Corp.” (the “Name Change”).
The Company has experienced a significant increase in its share count as a result of the reverse take-over with PetroTal Ltd. (“PetroTal”) and the acquisition of Gran Tierra Energy International (Peru) Holdings B.V., an indirect wholly-owned subsidiary of Gran Tierra Energy Inc., completed on December 18, 2017. The Company wishes to reduce the outstanding share amount to a level more in keeping with its industry peers. The Company believes the Consolidation will provide a share capital structure that will better attract investors and enhance future growth opportunities. The exact Consolidation ratio will be determined by the board of directors of the Company (the “Board”) when the Board considers it to be in the best interests of the Corporation to implement such a Consolidation. Notwithstanding approvals being received, the Board may determine not to proceed with the Consolidation, at its discretion.
The Company currently has 537,740,991 issued and outstanding Shares. In the event that the Consolidation is completed, for example, on a four for one basis, the Company would have approximately 134,435,248 Shares outstanding following the Consolidation. In addition, the exercise price and number of Shares issuable upon the exercise of outstanding convertible securities, including purchase warrants, will be proportionally adjusted upon the implementation of the Consolidation.
The Company proposes to change its name to “PetroTal Corp.” to reflect its current business activities. Prior to the reverse take-over, PetroTal actively pursued opportunities in Latin America, specifically Peru, since inception in 2016. The Company’s management team is known by local officials and counterparties in Peru as PetroTal and the management team believes the name has value in the country.
Approval of the Consolidation and Name Change by Shareholders would, subject to approval of the TSX Venture Exchange (the “TSX”), allow the Board to implement the Consolidation and Name Change without any further action on the part of Shareholders.
Further details with regard to the background, reasoning and impact of the Consolidation and the Name Change, are contained in the Circular dated April 30, 2018, a copy of which is available on SEDAR at www.sedar.com.
Sterling is a publicly-traded oil and gas development and production company domiciled in Calgary, Alberta, focused on the development of oil assets in Peru. The Company’s management team has significant experience in developing oil fields in Northern Peru and is led by an independent Board, focused on safely and cost effectively developing and exploiting the Bretana oil field.
For further information, please contact:
|Executive Vice President and Chief Financial Officer
|T: (713) 609-9026
|President and Chief Executive Officer
|T : (713) 609-9101
FORWARD-LOOKING STATEMENTS: This press release may contain certain statements that may be deemed to be forward-looking statements. Such statements relate to possible future events, including, but not limited to, the Consolidation and the Name Change. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “believe”, “expect”, “plan”, “estimate”, “potential”, “will”, “should”, “continue”, “may”, “objective” and similar expressions. The forward-looking statements are based on certain key expectations and assumptions made by the Company, including, but not limited to, expectations and assumptions concerning the timely receipt of all required Shareholder, TSX and regulatory approvals. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Please refer to the risk factors identified in the Company’s annual information form and management’s discussion and analysis which are available on SEDAR at www.sedar.com. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligation to update publicly 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.
Completion of the Consolidation and Name Change are subject to a number of conditions, including but not limited to, TSX acceptance. There can be no assurance that the Consolidation and Name Change will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Circular prepared in connection with Meeting at which Shareholder approval will be sought for the Consolidation and Name Change, any information released or received with respect to the Consolidation and Name Change may not be accurate or complete and should not be relied upon.
The TSX has in no way passed upon the merits of the Consolidation and Name Change 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 press release.