Petro Uno Resources Ltd.
TSX VENTURE : PUP

February 16, 2011 08:40 ET

Petro Uno Resources Ltd. Announces Proposed Business Combination with Renegade Petroleum Ltd.

CALGARY, ALBERTA--(Marketwire - Feb. 16, 2011) -

THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR TO ANY UNITED STATES NEWS SERVICES.

Petro Uno Resources Ltd. ("Petro Uno" or the "Company") (TSX VENTURE:PUP) is pleased to announce that it has entered into an arrangement agreement (the "Arrangement Agreement") dated February 15, 2011 with Renegade Petroleum Ltd. ("Renegade") (TSX VENTURE:RPL) to complete a business combination (the "Transaction") pursuant to which Renegade will acquire all of the outstanding shares of Petro Uno.

Pursuant to the terms of the Arrangement Agreement, Petro Uno shareholders will receive 0.2 common shares of Renegade for each common share of Petro Uno held ("Petro Uno Shares"). The Transaction requires approval by the Petro Uno shareholders at a special shareholders meeting expected to be held in April 2011. All directors and officers of Petro Uno have agreed to vote in favour of the Transaction. Subject to receipt of shareholder, court and regulatory approval, the Transaction is expected to close in late April 2011. Pursuant to the terms of the Arrangement Agreement, each of Petro Uno and Renegade have agreed to pay to the other party a termination fee not to exceed $1,750,000 under certain circumstances. 

Due to certain overlapping directorships on the board of directors of both Renegade and Petro Uno, both companies formed special committees of independent directors to review the transaction and the members of the boards of directors of both Renegade and Petro Uno that are eligible to vote have unanimously approved the Arrangement and concluded that the Arrangement is in the best interests of their respective companies and their respective shareholders. Petro Uno received a verbal opinion from Macquarie Capital Markets Canada Ltd. that the consideration to be received by Petro Uno shareholders pursuant to the Transaction is fair from a financial point of view.

Complete details of the Plan of Arrangement will be included in the Information Circular expected to be mailed to all Petro Uno shareholders before the end of March 2011. 

FINANCIAL ADVISORS

Macquarie Capital Markets Canada Ltd. acted as financial advisor to Petro Uno with respect to the Transaction.

GMP Securities L.P. acted as financial advisor to Renegade with respect to the Transaction. Canaccord Genuity Corp. and FirstEnergy Capital Corp. acted as strategic advisors to Renegade.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements. More particularly, this press release contains forward-looking statements related to the Transaction.

Although Petro Uno believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Petro Uno can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the failure to obtain necessary regulatory approvals, risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses; health, safety and environmental risks; commodity price and exchange rate fluctuations; and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures) and the failure to complete the Transaction or to realize the expected benefits of the Transaction.

The forward-looking statements contained in this document are made as of the date hereof and Petro Uno undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.

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

  • Petro Uno Resources Ltd.
    Jordan Kevol
    President
    (403) 453-2266 ext 232