Perisson Petroleum Corporation
CNSX : POG

Perisson Petroleum Corporation

May 03, 2016 11:33 ET

Perisson Petroleum Announces Debenture Unit Financing, Filing of 2015 Annual Financial Statements and Operational Update

CALGARY, ALBERTA--(Marketwired - May 3, 2016) - Perisson Petroleum Corporation ("Perisson" or the "Company") (CSE:POG) is pleased to announce that it has filed its audited Financial Statements and Management's Discussion & Analysis, for the period ending December 31, 2015, with applicable securities regulatory authorities in Canada. Copies of these documents can be accessed under the Company's profile on the SEDAR website at www.sedar.com and on the Company's website www.perisson.com.

Corporate Update

Perisson is pleased to advise that the previously announced amalgamation with Forent Energy Ltd. ("Forent") is proceeding as planned. Both companies are focused on completion of the amalgamation, including a joint information circular which will be mailed to the shareholders of Forent and Perisson in connection with the special shareholders' meetings which will be required to approve the amalgamation. The deadline for completion of the Amalgamation has been amended to June 30, 2016 from the previous May 31, 2016 to allow for required regulatory approvals.

Completion of the Amalgamation is subject to the approval of the regulatory authorities, the TSX Venture Exchange, the Canadian Securities Exchange, the shareholders of both Forent and Perisson by way of special resolution and other customary closing conditions and non-solicitation provisions. Completion of the Amalgamation is also conditional upon the Perisson common shares being listed on the TSX Venture Exchange prior to the amalgamation. All of the executive officers and directors of both Forent and Perisson will have entered into support agreements pursuant to which they have agreed to vote in favour of the Amalgamation.

Operational Update

Forent has executed a definitive agreement to acquire additional oil and gas assets in its core area of Twining, Alberta (the "Acquisition"). The Acquisition consists of approximately 200 boe/d, which is comprised of 70% oil and 30% liquids rich gas with associated facilities in close proximity to existing operations. The acquisition nearly doubles the production of Forent, and brings a drilling inventory of both vertical and horizontal drilling locations for future growth of the new company. Funding of the Acquisition was provided by Perisson pursuant to a trust agreement whereby Perisson will be the beneficial owner of the Assets at Closing. The terms of the Trust Agreement include a term whereby in the event that the Amalgamation is not completed, Forent has the right to acquire the beneficial interest in the Assets from Perisson at the initial purchase price.

Perisson Financing

As provided above, Perisson has initiated a short term debt financing of up to USD$2 million to complete the Acquisition and provide additional funds required to complete the Perisson common share listing on the TSX Venture Exchange. The debt financing will consist of convertible secured debentures (the "Debentures") issued in $1,000 increments, with outstanding principal and accrued but unpaid interest convertible by the holder into common shares of Perisson at a conversion price of $0.40 per share until the Maturity Date. The Convertible Debentures mature on the date that is one year following the Closing Date if not otherwise converted (the "Maturity Date"), are to be secured, as a first mortgage charge, against the Assets to be acquired pursuant to the Acquisition, entitle the holder to a monthly interest payment equal to 1.5% of the principal amount of the Debentures, with such interest payment accruing from the Closing Date and being paid on the Maturity Date of the Debentures and bear a set-up and due diligence fee equal to ten (10%) percent of the principal amount of the Debentures.

Columbian Assets

As disclosed in Perisson's audited financial statements for the year ended December 31, 2015, due to the ongoing exploration restriction on Perisson's VMM-17 block in Columbia (the "Columbian Exploration Property"), Perisson has written down the value of the property to $1.

As previously announced, subsequent to the Agencia Nacional de Hidrocarburos ("ANH") issuing the VMM-17 Contract to the Company, the Parques Nacionales de Colombia ("CNNP") issued three directives to the Company outlining environmental concerns surrounding the proposed oil operations on the majority of the VMM-17 land block.

In April 2015, the ANH issued a suspension order on the VMM-17 land block as the Company has not been able to obtain an environmental license due to environmental concerns of the CNNP and local residents. Notwithstanding the CNNP directives, on December 17, 2015 the ANH advised the Company that it had until September 17, 2016 to complete its work obligations under the VMM-17 Contract. The Company disagrees with the position taken by the ANH given the CNNP directives and the resulting inability to obtain an environmental license and is negotiating with the ANH to resolve the situation.

The Company considers this to be a force majeure under the VMM-17 Contract and is working with the ANH to resolve the situation. Notwithstanding the ongoing negotiations taking place with the ANH and the CNNP, there is no guarantee that the Company will be able to obtain the requisite permits and licenses required to undertake drilling operations on the contract lands. The Company believes that in the event it is not be able to renegotiate the VMM-17 Contract with ANH, the letter of credit will be released to the Company and the deposit will become unrestricted.

As management believes that it is unlikely that the Company could conduct economic operations on the VVM-17 land block given current world oil prices and there is uncertainty regarding the Company successfully obtaining the environmental license and realizing on its current investment in the contract lands, the Company considers its exploration and evaluation assets impaired and, as such, has written down the carrying value to $1 at December 31, 2015.

Due to the situation described above, the resulting write-down, and lack of activity on the Columbia Exploration Property, Perisson has not provided an update to its evaluation of the Company's contingent resources data and prospective resources data as at December 31, 2015.

Notwithstanding, Perisson intends to continue to work with ANH in Columbia in order to resolve the environmental license issue on the property and continue its exploration activities in Columbia.

About Perisson Petroleum Corporation

Perisson Petroleum Corporation holds a 100% working interest in 39,927 hectares (almost 100,000 acres) known as the VMM-17 block, a license located in the prolific, stable, oil-producing region of the Middle Magdalena Basin in central Colombia. The Corporation's objectives are to explore, exploit and produce oil from the relatively shallow reservoirs believed to be within the VMM-17 block.

FORWARD LOOKING STATEMENTS

This news release includes certain information, with management's assessment of Perisson's future plans and operations, and contains forward-looking statements which may include some or all of the following: (i) anticipated production rates; (ii) expected results of capital programs; (iii) expected timelines for production optimization; (iv) net debt levels; (v) anticipated operating costs; and (vi) expected capital projects and associated spending; which are provided to allow investors to better understand the Company's business. By their nature, forward-looking statements are subject to numerous risks and uncertainties; some of which are beyond Perisson's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, changes in environmental tax and royalty legislation, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources, and other risks and uncertainties described under the heading 'Risk Factors' and elsewhere in the Company's Management Discussion and Analysis and other documents filed with Canadian provincial securities authorities and are available to the public at www.sedar.com. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The principal assumptions Perisson has made includes security of land interests; drilling cost stability; finance and debt markets continuing to be receptive to financing the Company, the ability of the Company to monetize non-core assets and industry standard rates of geologic and operational success. Actual results could differ materially from those expressed in, or implied by, these forward-looking statements. Perisson disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. For more information on the Company, Investors should review the Company's registered filings which are available at www.sedar.com.

This news release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

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