Perfco International Energy Inc.

August 24, 2011 16:56 ET

Perfco International Energy Inc. Announces Terms of Proposed Financing

CALGARY, ALBERTA--(Marketwire - Aug. 24, 2011) -

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Perfco International Energy Inc. ("Perfco"), a private Alberta company, based in Calgary, and engaged in oil and gas exploration in Vietnam, is pleased to announce that it has entered into an agreement (the "Investment Agreement") with a private investor (the "Investor"), for an offering, on a private placement basis, of 26,400,000 units ("Units") of Perfco at a price of $1.00 per Unit for aggregate gross proceeds of $26,400,000 (the "Offering"). Each Unit is comprised of one common share in the capital of Perfco ("Common Share") and one Common Share purchase warrant ("Warrant"), each whole Warrant entitling the holder thereof to purchase one Common Share at an exercise price of $1.00 per Common Share for a period of 5 years following the closing of the Offering.

Perfco is in the final stages of negotiation in relation to the acquisition of a 70% interest in Block 21, located in the Nam Con Son Basin, offshore Vietnam (the "Perfco Interest"). Perfco's working interest partner in Block 21 will be PetroVietnam Exploration and Production Corporation ("PetroVietnam") for the remaining 30%. The block covers an area of 1,131,742 acres. Perfco has completed negotiations with PetroVietnam with respect to the work and financial commitments associated with the signing of Block 21, and is awaiting Government approval in relation to the granting of the block. Upon obtaining Government approval, Perfco will finalize a production sharing contract (the "PSC") in respect of its interest in Block 21.

The Units will be issued to the Investor, and the gross proceeds of the Offering will be released to Perfco, upon satisfaction of certain conditions set forth in the Investment Agreement, including receipt of all government approvals required to execute the PSC.

Upon completion of the Offering, Perfco is expected to have cash in excess of $33 million. In addition, Perfco has proceeds of up to $45.0 million available upon the exercise of outstanding common share purchase warrants of Perfco. The proceeds from the completion of the Offering, together with Perfco's existing funds, will provide the resources necessary for Perfco to execute its exploration work program, including the drilling of an exploration well, in Block 21. Perfco's growth strategy is to focus on expanding its core operations in Vietnam and drill exploration wells identified in Vietnam on Block 21. Perfco intends to use the net proceeds of the Offering to fund the exploration program of Perfco in Vietnam and for general working capital purposes.

Reader Advisory

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "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, but is not limited to, statements with respect to the completion of the Offering and the satisfaction of the conditions precedent set forth in the Investment Agreement. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or 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 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 that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions, including fluctuations in the prices of oil and natural gas; governmental regulation of the oil and gas industry, including environmental regulation; unanticipated operating events or performance which can reduce production or cause production to be shut in or delayed; failure to obtain industry partner and other third party consents and approvals, if and when required; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for oil and natural gas; liabilities inherent in oil and natural gas operations; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, skilled personnel and supplies; incorrect assessments of the value of acquisitions; geological, technical, drilling, processing and transportation problems; changes in tax laws and incentive programs relating to the oil and gas industry; failure to realize the anticipated benefits of acquisitions and dispositions; and the other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The Units have not 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 many not be offered or sold in the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable states securities laws.

Contact Information

  • Perfco International Energy Inc.
    Roger Tang
    President & CEO
    (403) 453-1253 EXT 223
    rtang@perfco.ca