Santa Maria Petroleum Inc.

TSX VENTURE : SMQ


Santa Maria Petroleum Inc.

January 31, 2014 18:31 ET

Santa Maria Announces Closing of the Disposition of Its Participation Interest in the Llanos 27 Project in Colombia, Resignation of Members of Its Board of Directors and Transfer to NEX

TORONTO, ONTARIO--(Marketwired - Jan. 31, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Santa Maria Petroleum Inc. (TSX VENTURE:SMQ) ("Santa Maria" or the "Company") announces that it has completed the previously announced disposition of a wholly-owned subsidiary of the Company, which includes the Company's Colombian branch (the "Branch"); any of the Branch's rights or obligations, including any recovery or liability associated with applicable incomes taxes and VAT; and the Company's participation interest in the investments, income and revenues of the LLANOS 27 Project in the Llanos Basin in Colombia, which disposition constituted all or substantially all of the assets of the Company (the "Transaction"). The Transaction was completed pursuant to a share purchase agreement between the Company and Global Oil & Gas Services Ltd. dated November 21, 2013 and amended December 18, 2013 (collectively, the "Share Purchase Agreement"). The Transaction was previously announced by the Company in press releases dated November 25, 2013 and December 24, 2013. Shareholders of the Company ("Shareholders") voted in favour of the Transaction at the special meeting of the Shareholders on January 22, 2014. Further information regarding the Transaction, including copies of the above press releases and Share Purchase Agreement, is available on the Company's profile at www.sedar.com.

Santa Maria also announces that it has received and accepted the resignations of Mr. Steve Van Sickle and Mr. Douglas Manner as directors of the Company, effective January 31, 2014. The Company wishes to thank Mr. Van Sickle and Mr. Manner for their service and contributions to the Company.

In connection with the closing of the Transaction, the Company no longer meets the tier maintenance requirements of the TSX Venture Exchange (the "TSXV") for a tier 2 listed company. Therefore, effective February 5, 2014, the Company's listing will transfer to the NEX board of the TSXV (the "NEX") and will be listed under the trading symbol "SMQ.H". The NEX provides a trading forum for listed companies that have fallen below the TSXV's ongoing listing standards. NEX companies are subject to the same disclosure standards as all Canadian public companies and must maintain good standing with all relevant Canadian securities commissions. In addition, surveillance standards of NEX companies remain unchanged - they continue to be overseen by the same independent service that monitors TSXV and Toronto Stock Exchange companies. More information regarding the NEX and its policies can be found on its website at: http://www.tmx.com/en/nex/.

Cautionary Statements

This news release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws (together, "forward-looking information"). The use of any of the words "expect", "anticipate", "continue", "estimate", "believe", "plans", "intends", "confident", "may", "objective", "ongoing", "will", "should", "project", "should" and similar expressions are intended to identify forward-looking information.

The forward-looking information is based on certain key expectations and assumptions made by Santa Maria, including expectations and assumptions concerning applicable stock exchange approvals related the Company's listing being transferred to the NEX. Although Santa Maria believes that the expectations and assumptions on which the forward-looking information are based are reasonable, undue reliance should not be placed on the forward-looking information because Santa Maria can give no assurance that they will prove to be correct.

Since forward-looking information addresses future events and conditions, by its very nature it involves 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, changes in stock exchange approvals related to the Company's listing being transferred to the NEX.

The foregoing list of assumptions, risks and uncertainties is not exhaustive. The forward-looking information contained in this press release is made as of the date hereof and Santa Maria 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.

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

  • Santa Maria Petroleum Inc.
    Mr. Ron MacMicken
    President and Chief Executive Officer
    (416) 493-0021