Perisson Petroleum Corporation
CNSX : POG

Perisson Petroleum Corporation

December 18, 2012 09:00 ET

Perisson Petroleum Corporation: Listing on CNSX and Closing of Transaction with Igual Holdings Corp., Consolidation of Common Shares and Complete Maximum Private Placement

MONTRÉAL, QUÉBEC--(Marketwire - Dec. 18, 2012) - Perisson Petroleum Corporation (formerly Road New Media Corporation) (CNSX:POG) (the "Corporation" or "Perisson") is pleased to announce that Canadian National Stock Exchange (the "Exchange) has approved the listing of Perisson's common shares ("Common Shares") on its market place. Accordingly, at the opening on December 18, 2012, the Common Shares of Perisson will be listed on the Exchange under the ticker symbol "POG". Alternatively, the Common Shares will cease to trade on the TSX Venture Exchange.

Perisson further announces the closing of the agreement with Igual Holdings Corp. ("Igual"), the parent company of Morichal Sinoco, S.A. ("Morichal Sinoco" and, together with Igual "MSSA"), and all of the shareholders of Igual whereby Perisson indirectly acquires a 100% undivided interest in a license known as VMM- 17 oil block project, which consists of 39,927 hectares located in the Middle Magdalena Basin, Province of Tolima, in the center of the country of Colombia (the "Properties").

Perisson has acquired the Properties through the acquisition of all of the issued and outstanding shares in the capital stock of Igual ("Igual Shares"), namely 10,000 Igual Shares, in exchange of 87,333,333 class "A" common shares (the "Common Shares") in the capital stock of the Corporation (post-consolidation) at a value of $0.30 per Common Share for a total consideration of $26,200,000 (the "Acquisition").

Concurrently with the completion of the Acquisition, the Corporation has closed a non-brokered private placement of $7,307,100 with many investors (the "Private Placement", and, together with the Acquisition, the "Transaction"). In consideration of said amount in received subscriptions, Perisson has issued 18,267,750 Common Shares (post-consolidation) at a deemed price of $0.40 per Common Share. Each Common Share issued will be subject to a mandatory holding period of four (4) months and one (1) day from the issuance of the Common Share. Perisson has paid a cash commission of $715,000 to an arm's length party to Perisson and MSSA. Perisson will use the proceeds of the Private Placement to fund its working capital and to continue its exploration activities on the Properties.

The Transaction has been approved by its shareholders at a special shareholders meeting which was held on November 27, 2012 (the "Meeting").

At the Meeting, the shareholders has approved notably: i) a consolidation of the Common Shares on the basis of one (1) post-consolidation Common Share for seven (7) pre-consolidation Common Shares (the "Consolidation"); ii) the application for the transfer and the listing of the Common Shares on the Canadian National Stock Exchange (the "Exchange"); iii) the change of the corporate name of Road New Media Corporation, to become Perisson Petroleum Corporation; and iv) the increase the aggregate subscriptions of the Private Placement to a maximum of $13,000,000. Furthermore, at the Meeting, the shareholders have approved that, at the Closing, Perisson move on with a reorganization to transfer to a wholly-owned subsidiary, Éphémère Media Inc., its interests in its media assets it owned as at the date of the Meeting and to distribute, at a subsequent date, all of the shares in the capital stock of Éphémère (the "Éphémère Share") as a dividend to the shareholders of Perisson in its registers as of the date of the Meeting, on the basis of one Éphémère Share for every one Common Share (pre-consolidation) or one Preferred Share held. For more details, please refer to the information circular of the Corporation for the Meeting (the "Information Circular") available on www.sedar.com.

BOARD OF DIRECTORS AND SENIOR MANAGEMENT OF THE RESULTING ISSUER PERISSON

Perisson is pleased to announce the appointment of new members on the Board of Directors, now composed of seven (7) directors, and in the Management team. All of the current directors and officers of Perisson will cease their functions, except Mr. Marc Roberge who will remain director and Dominique St-Louis who will remain Chief Financial Officer with the resulting issuer Perisson. These changes are effective as of the Closing of the Transaction.

  • Chien-Yeh (Gary) Chen joins the Board of Directors and becomes Chairman of the Board of Directors and CEO;
  • Michael Curtis joins the Board of Directors and becomes President;
  • Robert Desjardins joins the Board of Directors;
  • Xi Manhong joins the Board of Directors;
  • Jinbao Liu joins the Board of Directors;
  • Serge Racine joins the Board of Directors; and
  • Marc Roberge remains director of the Corporation.

Neither the TSX Venture Exchange, the Canadian National Stock Exchange or their Regulation Services Provider (as that term is defined in their respective policies) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Michael Curtis
    President and Director
    450 681-7744

    Chien-Yeh (Gary) Chen
    Chairman of the Board and CEO
    450 681-7744