Petra Petroleum Inc.
TSX VENTURE : PTL

Petra Petroleum Inc.

May 05, 2011 18:11 ET

Petra Petroleum Inc. Announces Proposed Private Placement, Appointment of Director and Grant of Stock Options in Conjunction With Appointment

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 5, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE COMMON SHARE STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Petra Petroleum Inc. (TSX VENTURE:PTL) (the "Corporation") is pleased to announce the appointment of Robert A. Lambert as Chief Executive Officer and a member of the Corporation's board of directors. The Corporation also announces a proposed private placement of up to $10,000,000.

A director of the Corporation, Michael Atkinson, stated today that "the Corporation is thrilled to be adding such a proven international oil and gas professional to its team. Mr. Lambert's experience and exposure to the global oil and gas markets should lead to exciting opportunities for the Corporation. Along with this financing, the Corporation's shareholders are well positioned for unique exposure in the international oil and gas sector."

Proposed Appointment of Director and Officer

Mr. Lambert has been appointed as Chief Executive Officer and a member of the board of directors of the Corporation. The following is a brief description of the background and experience of Mr. Lambert.

Robert A. Lambert

Mr. Lambert has been involved in the international upstream petroleum industry for over 40 years and has served in a variety of roles, including senior technical, commercial and executive positions, ranging from the major oil company sector to the independent and service sectors. Mr. Lambert retired from ConocoPhillips in 2002 after 25 years of service during which Mr. Lambert worked in many locations around the world, including Cairo, Jakarta, London, Houston, Lagos, The Hague, Aberdeen and Baku. In 2005, Mr. Lambert co-founded GB Petroleum Ltd. in London where, as Chief Executive Officer, Mr. Lambert created an independent oil and gas company with exploration operations in four countries. Towards the end of 2009, Mr. Lambert negotiated the sale of the business to a private investment group and Mr. Lambert stepped down on June 30, 2010. Since that time, Mr. Lambert has been actively advising a variety of petroleum sector businesses ranging from new start-ups to existing companies with serious growth aspirations. Mr. Lambert has a BSc in Geology and a MBA degree from Aberdeen University. Mr. Lambert is a Chartered Geologist (UK and Europe), a Fellow of the Geological Society of London and a member of the United Kingdom Institute of Directors.

Grant of Options

The Corporation granted a total of 1,800,000 stock options to Mr. Lambert concurrently with his appointment as Chief Executive Officer and a member of the Corporation's board of directors. Mr. Lambert received an initial upfront grant of 1,200,000 stock options which are exercisable any time in the six months immediately following the date on which they are granted, at an exercise price of $0.43 per stock option.

To incentivise Mr. Lambert to maintain the pace of the Corporation's growth, Mr. Lambert was also granted an additional award of 600,000 stock options which will vest over a two (2) year period, at an exercise price of $0.60. The stock options granted to Mr. Lambert will be exercisable for a period of five (5) years from the date of issuance.

Private Placement

The Corporation intends to complete a brokered private placement (the "Private Placement") of up to 25,000,000 Common Shares of the Corporation (the "Common Shares") at a purchase price of $0.40 per Common Share for aggregate gross proceeds of up to $10,000,000 on a "reasonable commercial efforts" basis. Jones, Gable & Company Limited (the "Agent") will act as the exclusive agent for the Private Placement. In consideration of the Agent's services, the Agent will receive a fee of 7% of the aggregate gross proceeds of the Private Placement. In addition, on the closing of the Private Placement (the "Closing"), the Agent will be issued a compensation option entitling the Agent to subscribe for Common Shares equal to 7% of the Common Shares issued under the Private Placement with an exercise price of $0.40, exercisable for a period of 24 months after the date of Closing. The Corporation shall also pay all costs and expenses incurred in connection with the Private Placement, including without limitation, the reasonable out of pocket fees and expenses for the Agent, all expenses of or incidental to the creation, issuance, sale or distribution of the Common Shares, Agent's counsel with regards to its reasonable fees, and the auditor's, transfer agent's and filing fees.

The net proceeds of the Private Placement will be used by the Corporation to finance for general working capital purposes and to pay costs associated with future acquisitions.

Cautionary Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the Private Placement and the appointment of a director and officer, including statements regarding the terms and conditions of the Private Placement, the use of proceeds of the Private Placement and the proposed terms of the appointment of the proposed director and officer. Readers are cautioned to not place undue reliance on forward-looking statements. Forward-looking statements are based on certain key assumptions made by the Corporation, including assumptions regarding the ultimate terms of the proposed Private Placement, the Corporation coming to agreements with the proposed director and officer that are satisfactory the Corporation and the proposed director and proposed officer, the satisfaction of conditions to the completion of the Private Placement and the receipt of all regulatory and stock exchange approvals. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Private Placement, that the ultimate terms of the Private Placement will differ from those that currently are contemplated, that the Private Placement will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities), and that the Corporation is unable reach satisfactory arrangements with the proposed director and proposed officer. The forward-looking statements in this press release are made as of the date of this release and the Corporation undertakes no obligation to update publicly or revise any forward-looking statements whether as a result of new information or otherwise, except as required by applicable securities laws. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation or its financial or operating results or (as applicable) their securities.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

Contact Information

  • Petra Petroleum Inc.
    Michael Atkinson
    Director
    (604) 689-1428