Petroforte International Ltd.
TSX VENTURE : PFI

Petroforte International Ltd.

November 21, 2013 19:01 ET

Petroforte Announces Proposed Share Consolidation, Name Change and Reduction of Stated Capital

CALGARY, ALBERTA--(Marketwired - Nov. 21, 2013) -

(NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA)

Petroforte International Ltd. ("Petroforte" or the "Corporation") (TSX VENTURE:PFI) announces the following corporate developments:

Share Consolidation

Petroforte announces a proposed consolidation of its share capital on the basis of one (1) new common share of the Corporation for every six (6) existing common shares (the "Consolidation"). The Consolidation is subject to approval by Petroforte's shareholders at the upcoming Annual and Special Meeting (the "Meeting") scheduled to be held on Tuesday, December 17, 2013 and approval by the TSX Venture Exchange ("TSX-V").

Both management and the board of directors believes that the Consolidation is in the best interests of the Corporation's shareholders and is necessary in order to provide the Corporation with a share capital structure that will better attract capital financing and enhance future growth opportunities. The implementation of the Consolidation would not affect the total shareholders' equity of Petroforte or any components of shareholders' equity as reflected on Petroforte's financial statements except: (i) to change the number of issued and outstanding common shares; and (ii) to change the stated capital of the common shares to reflect the Consolidation.

Petroforte currently has 143,936,247 common shares issued and outstanding and, if the proposed Consolidation is approved, there will be approximately 23,989,375 common shares issued and outstanding.

Name Change

In conjunction with the Consolidation, Petroforte also proposes a change of the Corporation's name (the "Name Change") to "Canamax Energy Ltd.", subject to approval by the TSX-V and the shareholders of the Corporation. The board of directors feels that the proposed new name more accurately depicts the Corporation's focus on the Canadian energy sector.

Reduction of Stated Capital

Petroforte also proposes a $23,374,105 reduction of the Corporation's stated capital account (the "Reduction of Stated Capital"). As stated in the Corporation's unaudited interim financial statements for the six months ended August 31, 2013, the Corporation had an accumulated deficit of $23,374,105 at that date which arose in connection with the business activities of the Corporation since its incorporation in 1987. These former operations are unrelated to the Corporation's current business activities and have resulted in accumulating a deficit that, in the view of management, does not represent the Corporation's current business prospects.

The proposed Reduction of Stated Capital will be credited against the consolidated accumulated deficit of the Corporation and will not otherwise affect the assets or liabilities of the Corporation. The proposed Reduction of Stated Capital is subject to approval by Petroforte's shareholders at the Meeting.

Annual and Special Meeting of Shareholders

Completion of the proposed Consolidation and Name Change will be subject to the approval of the TSX-V and the Corporation's shareholders at the Meeting. The Consolidation, Name Change and Reduction of Stated Capital each requires approval of the shareholders by a special resolution of at least two-thirds of the common shares represented at the Meeting voted in person or by proxy. Full details of the voting requirements and procedures are described in the management information circular to be delivered to the Corporation's shareholders of record as of November 5, 2013 and filed on SEDAR (www.sedar.com) under the Corporation's profile.

About Petroforte

Petroforte is a junior oil and gas company headquartered in Calgary, Alberta engaged in the exploration, development and production of hydrocarbons within Alberta and Saskatchewan.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains forward-looking statements. The use of the words "may", "believe", "could", "would", "might", or "will be taken", "occur" or "be achieved" and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Corporation as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The forward-looking statements set forth in this news release are subject to various risks and other factors which could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements.

You should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Corporation disclaims any intention or obligation to update or revise any of the forward-looking statements in this news release, whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

Contact Information

  • Petroforte International Ltd.
    Harry Knutson
    Lead Board Member
    (604) 724-3212

    Petroforte International Ltd.
    Allan King
    President, CEO & Director
    (587) 779-4259