APIC Petroleum Corporation
TSX VENTURE : API

APIC Petroleum Corporation
Longreach Oil and Gas Limited
TSX VENTURE : LOI

Longreach Oil and Gas Limited

December 19, 2012 11:01 ET

APIC Receives Final Order for Scheme of Arrangement and Halts Trading of APIC Shares

TORONTO, ONTARIO and JERSEY, CHANNEL ISLANDS--(Marketwire - Dec. 19, 2012) -

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Longreach Oil & Gas Limited (TSX VENTURE:LOI) ("Longreach") and APIC Petroleum Corporation (TSX VENTURE:API) ("APIC") are pleased to announce that on December 19, 2012, APIC obtained a final court order from the Royal Court of Jersey, Channel Islands, Samedi Division (the "Royal Court") with respect to a proposed scheme of arrangement (the "Arrangement") between APIC and Longreach.

Trading in shares of APIC ("APIC Shares") have been halted pending closing of the Arrangement which is expected to occur on December 20, 2012. Upon closing of the Arrangement the whole of the undertaking, property and liabilities of APIC will be transferred to Longreach, with Longreach being the surviving legal entity and APIC dissolving and de-listing from the TSXV.

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 closing of the Arrangement. Readers are cautioned that assumptions used in the preparation of forward-looking information may prove to be incorrect. Although Longreach and APIC each 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. Neither Longreach nor APIC can 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 Longreach and 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 Arrangement and associated transactions, that the ultimate terms of the Arrangement and associated transactions will differ from those that currently are contemplated, and that the Arrangement 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. Neither Longreach nor APIC undertakes any obligation to comment on analyses, expectations or statements made by third parties in respect of either of them, or their respective financial or operating results or (as applicable), their 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

  • Longreach Oil and Gas Limited
    Bryan Benitz
    Chairman & Chief Executive Officer
    +44 20 3137 7756

    Pelham Bell Pottinger
    Mark Antelme / Philip Dennis / Rollo Crichton-Stuart
    +44 207 861 3232

    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)