APIC Petroleum Corporation

TSX VENTURE : API


APIC Petroleum Corporation

October 24, 2012 15:41 ET

APIC Petroleum Financing Update

TORONTO, ONTARIO--(Marketwire - Oct. 24, 2012) -

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

APIC Petroleum Corporation (TSX VENTURE:API) ("APIC") wishes to provide an update to the proposed business combination (the "Proposed Transaction") with Longreach Oil and Gas Limited ("Longreach") previously announced by press release dated October 2, 2012. APIC expects to close a non-brokered private placement of subscription receipts (the "APIC Private Placement") of a minimum of $30,000,000 and a maximum of $50,000,000 on or about October 26, 2012. The completion of the APIC Private Placement is a key condition to the Proposed Transaction.

The parties' obligations to complete the Proposed Transaction are subject to the satisfaction of a number of conditions, including but not limited to, (i) TSX Venture Exchange approval; (ii) approval of shareholders of APIC and Longreach, if required, and (iii) completion of the APIC Private Placement.

Completion of the Proposed Transaction is subject to a number of conditions including but not limited to, Exchange acceptance and if required, disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. 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 management information circular of APIC to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of APIC and Longreach should be considered highly speculative. The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

About APIC

APIC Petroleum Corporation, a company incorporated under the laws of Canada, is an oil and gas exploration and development company seeking to acquire oil and gas properties in Europe and elsewhere.

Additional information on APIC Petroleum Corporation can be found at www.apiccorp.com, and at www.sedar.com.

CAUTIONARY STATEMENTS RE FORWARD LOOKING INFORMATION

Statements in this press release contain forward-looking information within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "contemplates", "intends", "plan", "expect", "project", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, without limitation, statements with respect to: completion of the Proposed Transaction; completion of the APIC Private Placement; receipt of all necessary shareholder, regulatory and third party approvals. Readers are cautioned that assumptions used in the preparation of forward-looking information may prove to be incorrect. Although APIC believes that the expectations reflected in the forward-looking information is reasonable, there can be no assurance that such expectations will prove to be correct. APIC cannot guarantee future results, level of activity, or performance of achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors (many of which are beyond the control of APIC that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors could cause results to differ materially from those expressed in the forward-looking information include, but are not limited to, the risks that the parties will not proceed with the Proposed Transaction and associated transactions, that the ultimate terms of the Proposed Transaction and associated transactions will differ from those that currently are contemplated, and that the Proposed Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). Industry related risks could include, but are not limited to: operations with foreign entities; delays or changes in plans; competition for, among other things, capital, acquisitions, skilled personnel and supplies; governmental regulation of the oil and gas industry; technical problems; the uncertainty of estimates and projections of costs and expenses; unanticipated operating events or performance which can reduce productivity; the need to obtain required approvals from regulatory authorities; stock market volatility; liabilities inherent in oil and gas operations; access to capital; and other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The statements in this news release are made as of the date of this release. APIC does not undertake any obligation to comment on analyses, expectations or statements made by third parties in respect of it, or its financial or operating results or (as applicable), its securities.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Contact Information

  • APIC Petroleum Corporation
    Dennis A. Sharp
    Chairman and Chief Executive Officer
    (416) 367-0150
    (416) 367-0165 (FAX)

    APIC Petroleum Corporation
    John Clark
    Chief Financial Officer
    (416) 367-0150
    (416) 367-0165 (FAX)
    www.apiccorp.com