RIMOUSKI, QUEBEC — (Marketwire) — 12/10/12 — Petrolia (TSX VENTURE: PEA) announces that it has entered into a engagement letter with Marquest Capital Markets, as co-lead agent with Casimir Capital Ltd. (the “Agents”), for a private placement of up to 2,500,000 “flow-through” shares (the “Flow-Through Shares”) at a price of $1.20 per share, for maximum gross proceeds of up to $3,000,000 (the “Private Placement”).
In connection with the Private Placement, the Company has agreed to pay the Agents a cash commission equal to 6.0% of the gross proceeds from the Private Placement. By way of additional compensation, the Agents will be issued compensation options (“Compensation Options”) equal to 4.0% of the number of Flow-Through Shares issued under the Private Placement. Each Compensation Option can be exercised for one common share of the Company at a price of $1.20 per common share for a period of 12 months following the closing date.
The Flow-Through Shares will be offered on a private placement basis to qualified investors in all provinces of Canada and in other jurisdictions in accordance with applicable exemptions from registration. The closing date for the Private Placement will be on or about December 21, 2012 or such other date as the parties may agree. Closing of the Private Placement is subject to the satisfaction of certain conditions, including without limitation, obtaining all applicable regulatory approvals and the satisfactory completion of the Agents– due diligence review.
The proceeds of the Private Placements will be used primarily for exploration on the Company–s properties and more precisely to conduct extended production tests on Bourque property.
Purchasers of the Flow-Through Shares will be entitled to claim a 100% deduction of the amount of their subscription for Canadian federal and Quebec provincial tax purposes, for the 2012 taxation year, and individual purchasers will be entitled to claim an additional 15% federal investment tax credit in respect of such expenditures. Individual purchasers of Flow-Through Shares resident in Quebec will be entitled to two additional deductions of 25% each.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The Common Shares have not been and will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration equipment.
About Petrolia
Petrolia is a junior oil and gas exploration company which owns interests in oil and gas licenses covering 14,000 km2 (3.5 million acres), which represents about 17% of the Quebec territory under lease. The leases, the majority of which are located on the Gaspe Peninsula and Anticosti Island, are considered to be very promising and represent almost 70% of the territory under lease for which there is land-based oil potential in Quebec. Petrolia has 66 585 750 shares issued and outstanding.
Forward-looking statements
Certain statements made herein may constitute forward-looking statements. These statements relate to future events or the future economic performance of Petrolia and carry known and unknown risks, uncertainties and other factors that may appreciably affect their results, economic performance or accomplishments when considered in light of the content or implications o statements made by Petrolia. Actual events or results could be significantly different. Accordingly, investors should not place undue reliance on forward-looking statements. Petrolia does not intend and undertakes no obligation to update these forward-looking statements.
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:
Isabelle Proulx
VP, Business Development
Quebec City: (418) 657-1966
Andre Proulx
President
(418) 724-0112