Santa Maria Petroleum Inc.
TSX VENTURE : SMQ

Santa Maria Petroleum Inc.

December 24, 2013 07:00 ET

Santa Maria Petroleum Inc. Announces Filing of Information Circular

TORONTO, ONTARIO--(Marketwired - Dec. 24, 2013) -

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 delivered for mailing an information circular and form of proxy (collectively, the "Meeting Materials") related to the special meeting of shareholders of the Company to be held January 22, 2014 (the "Meeting"). The Meeting will be held at 2:00 p.m. (Calgary time) at the offices of Torys LLP, Suite 4600, 525 - 8 Avenue SW, Calgary, Alberta T2P 1G1. The Meeting Materials will be mailed to shareholders of the Company on December 31, 2013 and are currently available on the Company's profile at www.sedar.com.

At the Meeting, shareholders will be asked to consider and, if thought fit, approve a special resolution with respect to the disposition of a wholly-owned subsidiary of the Company that will own the Company's Colombian branch, including any of its rights or obligations, any recovery or liability associated with applicable incomes taxes and VAT and its participation interest in the investments, income and revenues of the LLANOS 27 Project (the "Project") in the Llanos Basin in Colombia, which disposition constitutes all or substantially all of the assets of the Company (the "Transaction"). The Transaction is being 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"). Pursuant to the Share Purchase Agreement, Global will replace the US$1.85 million letter of credit that has been provided by Santa Maria to the Agencia Nacional de Hidrocarburos in order to guarantee the operator's work commitments on the Project and the remaining cash balance, subject to any working capital adjustments provided for in the Share Purchase Agreement, will be released to Santa Maria. The Transaction was previously announced by the Company in a press release dated November 25, 2013. A copy of the press release and Share Purchase Agreement is available on the Company's profile at www.sedar.com.

The board of directors of the Company (the "Board") unanimously recommends that shareholders vote in favour of the Transaction. Provided that all necessary shareholder approval is received and all other closing conditions are satisfied or waived, Santa Maria expects the Transaction to close on or about February 19, 2014.

Assuming completion of the Transaction, the Board will investigate options to seek a merger partner that can benefit from Santa Maria's forecasted cash balance. The Company has not signed any confidentiality agreements or letters of intent with respect to any potential transaction. Should no such options exist, the Board expects to proceed with a wind-up of the Company and distribute any remaining cash and assets to shareholders. The President and Chief Executive Officer of the Company has agreed to waive performance payments under his management agreement that may be triggered by the Transaction. In addition, the Company intends to reduce the size of its Board following closing of the Transaction.

About Santa Maria Petroleum Inc.

Santa Maria is a junior oil and gas company with a private participating interests in one hydrocarbon project in the Llanos Basin of Colombia.

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 including, among others, that all remaining conditions for completion of the Transaction will be satisfied. Although Santa Maria believes that the expectations and assumptions on which the forward-looking information is 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. These include, but are not limited to, failure to receive the necessary approvals to consummate the Transaction. Actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that Santa Maria will derive therefrom.

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) 943-0021