Platino Energy Corp.

Platino Energy Corp.

July 17, 2015 12:29 ET

Platino Energy Corp.: Completion of Amalgamation

CALGARY, ALBERTA--(Marketwired - July 17, 2015) - Platino Energy Corp. (TSX VENTURE:PZE) ("Platino") announces the completion of the previously announced acquisition of Platino by 1901558 Alberta Ltd. ("HoldCo"), an affiliate of a fund advised by Denham Capital Management LP, pursuant to an amalgamation of Platino and 1899072 Alberta Ltd. ("AcquireCo"), a wholly-owned subsidiary of HoldCo, under the Business Corporations Act (Alberta) (the "Amalgamation") to form Colombia Oil and Gas Subsidiary Ltd. ("Amalco").

As a result of the Amalgamation, and in accordance with the amended and restated acquisition agreement dated June 9, 2015 among Platino, Colombia Oil and Gas Investment Holdings LLC ("Colombia Holdings"), HoldCo and AcquireCo, former holders ("Platino Shareholders") of common shares in the capital of Platino ("Platino Shares") are entitled to receive aggregate cash consideration of $0.25 per Platino Share, without interest.

Immediately following the Amalgamation, HoldCo and Amalco amalgamated pursuant to a vertical short-form amalgamation under the Business Corporations Act (Alberta) (the "Subsequent Amalgamation") to form Colombia Oil and Gas Subsidiary Ltd. ("New Amalco"). As a result of the Amalgamation and the Subsequent Amalgamation, Colombia Holdings owns and controls all of the issued and outstanding common shares of New Amalco.

Full particulars of the Amalgamation are described in the management information circular mailed to Platino Shareholders dated June 17, 2015 (the "Circular"), a copy of which is available under Platino's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) website at The Circular and letter of transmittal available on the SEDAR contain instructions for Platino Shareholders to receive the consideration payable to them in connection with the Amalgamation.

Platino Shareholders should consult their own tax advisors with respect to the income tax consequences to them of the Amalgamation.

The Platino Shares are expected to be delisted from and no longer traded on the TSX Venture Exchange (the "TSXV") as soon as possible, in accordance with the rules and policies of the TSXV.

Platino will also apply to cease to be a reporting issuer in any of the provinces of Canada, subject to the satisfaction of applicable regulatory requirements.

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, the anticipated timing for de-listing the Platino Shares from the TSXV and submission of the application for Platino to cease to be a reporting issuer.

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 the ability of Platino to fulfill all conditions necessary to de-list and cease to be a reporting issuer.

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, failure to obtain necessary approvals or otherwise fulfill all conditions necessary to de-list and cease to be a reporting issuer and legislative or regulatory changes. Platino cautions that the foregoing list of assumptions, risks and uncertainties is not exhaustive.

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.

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 news release.

Contact Information

  • Platino Energy Corp.
    Rafi Khouri
    Chief Financial Officer
    (403) 262-6046