NGP Energy Capital Management

NGP Energy Capital Management

February 02, 2016 17:19 ET

Wingren B.V. Files Early Warning Report

IRVING, TEXAS--(Marketwired - Feb. 2, 2016) - On February 2, 2016, Wingren B.V. ("NGP"), c/o Prins Bernhardplein, 200, 1097 JB Amsterdam, The Netherlands, acquired ownership of 12,040,340 common shares ("New Petrus Shares") of Petrus Resources Ltd. (formerly known as Petrus Acquisition Corp.) ("New Petrus") pursuant to: (i) a plan of arrangement under section 193 of the Business Corporations Act (Alberta) (the "Arrangement") in accordance with the provisions of an arrangement agreement dated as of November 29, 2015, among Petrus Resources Corp. (formerly known as Petrus Resources Ltd.) ("Old Petrus"), PhosCan Chemical Corp. ("PhosCan"), New Petrus and Fox River Resources Corp.; and (ii) the completion of a private placement of subscription receipts to acquire New Petrus Shares ("New Petrus Subscription Receipts") upon completion of the Arrangement (the "Private Placement"). NGP is owned, controlled or managed, directly or indirectly, by NGP Energy Capital Management.

Pursuant to the Private Placement, NGP paid an aggregate amount of Cdn.$15,000,725, or Cdn.$1.85 per New Petrus Subscription Receipt, to acquire 8,108,500 New Petrus Subscription Receipts, each of which was, pursuant to the Arrangement, converted into 0.25 of a New Petrus Share. The conversion of NGP's New Petrus Subscription Receipts into New Petrus Shares pursuant to the terms of the Private Placement and the Arrangement, and the conversion into New Petrus Shares of NGP's common shares in Old Petrus (each convertible into 0.25 of a New Petrus Share) pursuant to the terms of the Arrangement, resulted in NGP owning and controlling 12,040,340 New Petrus Shares or approximately 26.6% of the issued and outstanding New Petrus Shares. In addition, NGP held 225,000 options to purchase common shares of Old Petrus at an exercise price of Cdn.$1.75 (the "Old Petrus Options") that expire on June 29, 2017 which, following the completion of the Arrangement, may be exercised to purchase 0.25 of a New Petrus Share for each Old Petrus Option held. Further details regarding the Private Placement and the Arrangement can be found in the information circular of PhosCan filed on SEDAR on December 17, 2015.

NGP's acquisition of New Petrus Subscription Receipts pursuant to the Private Placement was completed in order to support the completion of the Arrangement. The New Petrus Shares are being held for investment purposes. NGP may from time to time dispose of, or acquire, additional securities of New Petrus, depending on market conditions and other factors.

The exchange of Old Petrus Shares for New Petrus Shares pursuant to the Arrangement, the purchase of New Petrus Subscription Receipts pursuant to the Private Placement and the conversion of the New Petrus Subscription Receipts into New Petrus Shares were completed in reliance on the applicable exemptions in National Instrument 45-106 - Prospectus Exemptions.

NGP will file an early warning report with the applicable securities regulatory authorities in respect of the above transactions which will be available at under New Petrus' SEDAR profile.

About NGP Energy Capital Management

Founded in 1988, NGP Energy Capital Management is a premier investment franchise in the natural resources industry, with approximately $19.5 billion in cumulative equity commitments, organized to make investments in the natural resources sector. NGP's investment platform includes Natural Gas Partners, NGP Global Agribusiness Partners, and NGP Energy Technology Partners, L.P.

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