TORONTO, ONTARIO — (Marketwire) — 01/26/12 — 3P International Energy Corp. (“3P”, or the “Company”) (TSX VENTURE: DOH), an international upstream oil and gas company, is pleased to announce that, further to the letter of intent entered into between 3P and Gastek LLC (“Gastek”), announced on November 3, 2011, the Company has entered into a securities exchange agreement dated January 26, 2012 (the “Securities Exchange Agreement”) with Gastek, Gastek–s sole unitholder Pelicourt Limited (“Pelicourt”), and Pelicourt–s beneficial shareholders, Mikhail Afendikov, Valentin Bortnik, Andreas Tserni and Robert Bensh. Pursuant to the Securities Exchange Agreement, 3P will acquire all of the outstanding units of Gastek from Pelicourt in exchange for 123,806,858 common shares of 3P (the “Gastek Acquisition”). Pursuant to the policies of the TSX Venture Exchange (the “TSX-V”), the Gastek Acquisition will be a reverse takeover of 3P by Gastek.
The completion of the Gastek Acquisition is subject to a number of conditions, including but not limited to the written approval of a minimum of 50% of the 3P shareholders and the receipt of all required regulatory approvals, including the approval of the TSX-V and the Ukrainian Anti-Monopoly Committee. The Securities Exchange Agreement sets out the definitive terms of the Gastek Acquisition and will be filed by 3P on SEDAR.
The Company submitted its filing to the Ukrainian Anti-Monopoly Committee in December of 2011 and anticipates receiving final approval by the middle of February, 2012.
Please refer to 3P–s press releases dated November 3, 2011 and November 21, 2011 for further information regarding the proposed resulting issuer business and management team. 3P wishes to correct an error in its November 3, 2011 press release, where it was stated that Robert Bensh, 3P–s incoming President, Chief Executive Officer, Director and Chairman, received a degree in Political Science and Economics from Syracuse University in New York. In fact, he studied towards a degree but left to pursue a career before completing a degree.
The independent members of 3P–s board of directors have unanimously approved the proposed Gastek Acquisition and have concluded that the Gastek Acquisition is in the best interests of 3P and the 3P shareholders and will recommend that the shareholders of 3P vote in favour of the Gastek Acquisition.
Name Change
The Company is also pleased to announce that it is proceeding with the name change of 3P from “3P International Energy Corp.” to “CUB Energy Inc.”. Shareholders of the Company approved the name change at the Company–s Annual and Special Meeting held on December 2, 2011. The Company expects the common shares of the Company will begin trading under the new name on the TSX-V and under a new ticker symbol, “KUB”, on January 30, 2012.
About 3P International Energy Corp.
3P International Energy Corp. is a Canadian-based company focused on the exploration and development of oil and gas reserves in Eastern Europe. In the Transcarpathian basin of Ukraine, 3P is the 100% owner and operator of a 20-year production licence with a gas producing asset, as well as three exploration licences with exploration targets and a further development opportunity on a total of 300 square kilometres. The Corporation–s strategy is to use proven technology, capital, and expertise to grow the reserves base and build a portfolio of low cost gas production assets in Eastern Europe to capitalize on high regional gas prices. 3P shares are traded on the TSX Venture Exchange under the stock symbol DOH.
Reader Advisory
Completion of the Gastek Acquisition is subject to a number of conditions, including but not limited to TSX-V acceptance and shareholder approval. The Gastek Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the Gastek Acquisition will be completed as proposed or at all.
Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to, the completion and timing of the Gastek Acquisition and the timing of the name change. 3P believes that the expectations reflected in the forward-looking information are reasonable, however there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.
Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in the Ukraine and globally; industry conditions, including fluctuations in the prices of natural gas; governmental regulation of the natural gas industry, including environmental regulation; unanticipated operating events or performance which can reduce production or cause production to be shut in or delayed; failure to obtain industry partner and other third party consents and approvals, if and when required; competition for and/or inability to retain drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for natural gas; liabilities inherent in natural gas operations; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, skilled personnel and supplies; incorrect assessments of the value of acquisitions; geological, technical, drilling, processing and transportation problems; changes in tax laws and incentive programs relating to the natural gas industry; failure to realize the anticipated benefits of acquisitions and dispositions; and the other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
This cautionary statement expressly qualifies the forward-looking information contained in this news release. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.
The TSX Venture Exchange has neither approved nor disapproved the contents of this press release. 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.
Contacts:
3P International Energy Corp.
Mas Kobuchi
(604) 618-1768