Estrella International Energy Services Ltd.
TSX VENTURE : EEN

Estrella International Energy Services Ltd.

July 27, 2012 08:02 ET

Estrella Shareholders Approve Private Placement and Creation of New Control Person

BUENOS AIRES, ARGENTINA--(Marketwire - July 27, 2012) -

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Estrella International Energy Services Ltd. (the "Company" or "Estrella") (TSX VENTURE:EEN), is pleased to announce that it has received shareholder approval of its previously announced private placement ("Private Placement") of 166,666,667 units to Ringo Holding L.P., a subsidiary of Southern Cross Latin America Private Equity Fund IV, L.P. (the "Purchaser"), pursuant to an investment agreement dated June 26, 2012 (the "Investment Agreement").

In addition to the approval of the Private Placement, the shareholders also elected Warren Levy, Remo Mancini, Phil MacDonnell, Ricardo Rodriguez, Horacio Reyser, Diego Acevedo and Daniel Kokogian as directors of the Company. Gustavo Garrido and Andrew Fentress did not stand for re-election to the board. Background details on the Private Placement and the members of the board of directors, can be found in the management information circular of the Company dated June 29, 2012, a copy of which is filed on SEDAR.

Warren Levy, President and Chief Executive Officer of the Company noted:

"Management and the board of directors of Estrella wish to extend its sincere appreciation to Gustavo Garrido and Andrew Fentress for their dedicated service and effort to the Company over the past three years, and wish them all the best in their future endeavours. I would also like to welcome back Remo Mancini and Phil MacDonnell to the board, and welcome Ricardo Rodriguez, Horacio Reyser, Diego Acevedo and Daniel Kokogian to the board for the first time. I look forward to working with all of them in the future as we take Estrella though this important next stage of its development."

The Private Placement, and the associated creation of the Purchaser as a new control person, was approved by over 99% of the votes cast at the meeting. Provided that all remaining conditions of the Investment Agreement are satisfied, including obtaining waivers of certain change of control provisions from all holders of convertible debentures, Estrella and the Purchaser intend to complete the Private Placement as soon as possible thereafter.

About Southern Cross Group

Southern Cross is a value oriented private equity buyout firm focused on operational and strategic management. Southern Cross was created to make value-oriented, control investments in Latin American companies that have significant potential for improved performance and growth. Since its inception in 1998, Southern Cross has raised over $2.5 billion and has completed 25 investments in the region, including investments in oil & gas companies in the region. Southern Cross seeks to deliver superior returns by optimizing its companies' strategic direction and operating performance through the principals' direct involvement with the management of each portfolio company. As a result of its extensive regional experience, Southern Cross is well-positioned to identify and capitalize on high quality investment opportunities in Latin America.

About Estrella

Estrella and its subsidiaries are engaged in providing services to the petroleum, mining and geothermal sectors with operations focused on the Latin American markets, this includes drilling and work-over rigs, directional drilling, other in wellbore services, consulting, engineering and project management services.

The Company is run by a team of experienced industry experts who have more than 300 years of combined experience working in the petroleum, mining and geothermal sectors for multinational companies across the globe. Estrella is headquartered in Buenos Aires, Argentina, and employs approximately 764 workers in five countries: Argentina, Chile, Colombia, Peru and Bolivia.

The Company is focused on delivering safe, high quality, modern, portable equipment and services. The Company is committed to regional growth, employing high-quality personnel and is pledged to providing customer-driven solutions to challenging problems in a variety of environments.

Statements in this press release may contain forward-looking information. Any statements in this press release that are not statements of historical fact may be deemed to be forward-looking information. Forward-looking information are often identified by terms such as "may", "should", "anticipate", "expects", "will", "intend" and similar expressions. Forward-looking statements in this press release include, but are not limited to, statements with respect to services anticipated use of proceeds of the Private Placement and the anticipated closing date of the Private Placement.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances, such as future availability of capital on favourable terms, may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Estrella. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release, and Estrella does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities law.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

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

  • Estrella International Energy Services Ltd.
    Warren Levy
    Chairman & Chief Executive Officer
    +54 (11) 5217-5250
    +54 (11) 5217-5280 (FAX)
    info@estrellasp.com