Platino Energy Corp.
TSX VENTURE : PZE

Platino Energy Corp.

July 15, 2015 19:50 ET

Platino Energy Corp.: Amalgamation Approved by Shareholders

CALGARY, ALBERTA--(Marketwired - July 15, 2015) - Platino Energy Corp. (TSX VENTURE:PZE) ("Platino" or the "Company"), is pleased to announce that the proposed amalgamation (the "Amalgamation") of Platino and 1899072 Alberta Ltd. ("AcquireCo"), a wholly-owned subsidiary of 1901558 Alberta Ltd. ("HoldCo"), an affiliate of a fund advised by Denham Capital Management LP ("Denham"), has been approved by holders ("Platino Shareholders") of common shares ("Platino Shares") at a special meeting of Platino Shareholders held today (the "Meeting").

On May 30, 2015, Platino, AcquireCo and Colombia Oil and Gas Investment Holdings LLC entered into an agreement (the "Acquisition Agreement") pursuant to which, among other things, Platino will amalgamate with AcquireCo and continue as a wholly-owned subsidiary of HoldCo ("Amalco"), and Platino Shareholders (other than Platino Shareholders who validly exercise their right to dissent) will receive aggregate cash consideration of $0.25 per Platino Share. The Acquisition Agreement was amended and restated on June 9, 2015 to make certain technical amendments to the terms of the Amalgamation and to include HoldCo as a party to the Acquisition Agreement.

The Amalgamation requires approval of 66 2/3% of Platino Shareholders voting in person or by proxy at the Meeting and a "majority of the minority" as required by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Amalgamations ("MI 61-101") after excluding the votes cast in respect of Platino common shares held by Denham, its affiliates and such other persons as are required to be excluded under MI 61-101. Approximately 99.32% of the Platino Shareholders voting at the Meeting in person or by proxy voted in favour of the resolution approving the Amalgamation.

Platino, AcquireCo, HoldCo and Denham are working to satisfy the remaining conditions and complete the documents to give effect to the Amalgamation, which is expected to close on July 17, 2015. Following closing of the Amalgamation, it is expected that the Platino Shares will be delisted from the TSX Venture Exchange (the "TSXV") and Amalco will cease to be a reporting issuer in any of the provinces of Canada.

Further information about the Amalgamation is set forth in the information circular and proxy statement in respect of the Meeting which has been filed under Platino's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

About Platino

Platino is a Calgary, Alberta headquartered resource company engaged in the exploration for, and the acquisition, development and production of hydrocarbons in Colombia.

Forward-Looking Statements

Certain statements contained in this news release constitute forward-looking information and statements within the meaning of applicable Canadian securities laws (collectively, "forward looking information"). The use of any of the words "expected", "potentially", "will", and similar expressions are intended to identify forward-looking information. In particular, but without limiting the foregoing, this news release contains forward-looking information pertaining to, among other things: (a) the Company's expectations respecting its ability to cover costs for the balance of 2015; (b) the expected closing date of the Amalgamation; (c) the benefits of the Amalgamation to Platino and its shareholders; and (d) other expectations, beliefs, plans, goals, objectives, assumptions, information and statements about possible future events, conditions, results of operations or performance.

Various material factors, expectations and assumptions were used in drawing the conclusions or making the forecasts and projections contained in the forward-looking information throughout this news release including, without limitation, expectations and assumptions relating to: (a) productivity estimates from the Company's wells; (b) future industry and economic conditions and areas for growth and development; (c) commodity prices, foreign currency exchange rates and interest rates; (d) capital expenditure programs and other expenditures; (e) the ability of the Company to access funds under its current credit facility in the future; (f) Platino's future operating and financial results; and (g) treatment under governmental regulatory regimes and tax, environmental and other laws; (h) the receipt of all necessary regulatory and third party approvals in respect of the Amalgamation; (i) that all conditions to the completion of the Amalgamation will be satisfied or waived in the manner and on the timelines contemplated in the Acquisition Agreement; and (j) the intentions of counterparties, including Denham and its affiliates.

The forward-looking information included in this news release is not a guarantee of future performance and should not be unduly relied upon. Such information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information including, without limitation: (a) volatility in market prices for oil and natural gas; (b) volatility in exchange rates for the U.S. dollar relative to other world currencies; (c) liabilities and risks inherent in the oil and gas industry; (d) well work-over efforts may not have the impact currently anticipated by the Company and may not be successful; (e) changes in general economic, market and business conditions in Colombia and worldwide; (f) actions by governmental or regulatory authorities (both domestic and foreign), including changes in tax laws and the risk of nationalization and expropriation of assets; (g) the impact of adverse weather on the operations of Platino and its subsidiaries; and (h) increases and overruns in operating costs. The Amalgamation is subject to a number of conditions and third party and regulatory approvals. The impact, outcome and timing of the proposed Amalgamation may differ from that currently anticipated by Platino and regulatory, third party and requisite shareholder approvals may not be obtained on the timelines anticipated or at all. Platino cautions that the foregoing list of assumptions, risks and uncertainties is not exhaustive.

Additional information on these and other factors that could affect the operations or financial results of Platino are included in the Listing Application (Form 2B) of Platino filed with the TSXV, which has been filed with applicable securities regulatory authorities and may be accessed through the SEDAR website www.sedar.com. The forward-looking information contained in this news release is made as of the date hereof and Platino undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

The TSXV has in no way passed upon the merits of the proposed Amalgamation and has neither approved nor disapproved the contents of this press release. Neither the TSXV not its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Platino Energy Corp. - Bogota
    Tomas Villamil
    President & Chief Executive Officer
    +57(1) 235-0007

    Platino Energy Corp. - Calgary
    Rafi Khouri
    Vice President, Business Development
    +1(403) 262-6046