Petroforte International Ltd.
TSX VENTURE : PFI

Petroforte International Ltd.

December 12, 2013 19:26 ET

Petroforte Revises Terms of Non-Brokered Private Placement Offering and Provides Update on Proposed Share Consolidation

Non-Brokered Private Placement Offering

CALGARY, ALBERTA--(Marketwired - Dec. 12, 2013) -

(NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA)

Petroforte International Ltd. ("Petroforte" or the "Corporation") (TSX VENTURE:PFI) is pleased to announce that the terms and conditions of its previously announced non-brokered private placement offering (the "Offering") have been revised. The Offering is now expected to close in one or more tranches on or before January 23, 2014, or such other earlier or later date as the Corporation determines and the TSX Venture Exchange (the "Exchange") allows. The Offering consists of up to 75,000,000 equity units (the "Units") at a price of $0.20 per Unit, each Unit consisting of one (1) common share of the Corporation and one half (1/2) of one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one (1) common share of the Corporation at $0.40 per share for a period commencing on the date of the issuance of the Warrant and ending on March 31, 2016. As a condition of the Offering, the Corporation will undertake to use its best efforts to list the Warrants in accordance with the terms and conditions of the Offering, subject to approval from the Exchange and applicable securities laws.

The net proceeds from the Offering will be used to fund any, all or any combination, of the following activities: (a) drilling of the Corporation's earning farm-in Cardium horizontal well at its Wapiti property for an anticipated cost of $3.0 million; (b) re-completion of the 2-5 well and installation of gas compression at the Corporation's Brazeau River property for an anticipated cost of $0.75 million; (c) drilling, equipping and tying in three producing wells and one water disposal well and re-activation of three productive Montney wells at the Corporation's Flood property for an anticipated cost of $4.0 million; and (d) general working capital purposes.

The Offering is subject to approval by the Exchange. All securities issued in connection with the Offering will be subject to a four-month hold period. The Corporation has agreed to pay finders cash fees equal to up to 7% of the gross proceeds of the Offering, in accordance with the policies of the Exchange.

Share Consolidation

Petroforte previously announced 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). Petroforte expects the Consolidation to be completed on January 30, 2014, or such other earlier or later date as the Corporation determines and that the Exchange allows. Completion of the Consolidation remains subject to approval by Petroforte's shareholders at the upcoming Annual and Special Meeting scheduled to be held on Tuesday, December 17, 2013 and approval by the Exchange.

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.

Forward-Looking Statements

This press release contains forward-looking statements relating to the completion of the Offering on the terms set forth herein, the anticipated closing date of the Offering, the use of proceeds from the Offering, Petroforte's intentions to develop its Brazeau River, Flood and Wapiti oil and gas properties and subsequent drilling programs, and completion of the Consolidation. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular; fluctuations in oil prices; the results of exploration and development drilling; the uncertainty of reserve estimates; changes in environmental and other regulations; risks associated with oil and gas operations and future exploration activities; and other factors, many of which are beyond the control of the Corporation. You can find an additional discussion of those assumptions, risks and uncertainties in Petroforte's Canadian securities filings.

The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, Petroforte disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Petroforte undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

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.

This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S. Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of the Corporation. The securities of the Corporation to be issued in connection with the Revised Offering have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.

Contact Information

  • Petroforte International Ltd.
    Harry
    Chairman
    (604) 724-3212

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