Press release from Marketwire
Petrobank and Petrominerales Confirm Timing of Reorganization
Tuesday, December 21, 2010
CALGARY, ALBERTA--(Marketwire - Dec. 21, 2010) - Petrobank Energy and Resources Ltd. ("Petrobank") (TSX:PBG) and Petrominerales Ltd. ("Petrominerales") (TSX:PMG), a 65% owned subsidiary of Petrobank, are pleased to announce that we have received the final approval of the Supreme Court of Bermuda and the final tax ruling from the Canada Revenue Agency in respect of our proposed corporate reorganization (the "Reorganization"), which will result in Petrobank shareholders receiving Petrobank's proportionate interest in Petrominerales. Pursuant to the Reorganization, a newly formed company ("New Petrominerales") will acquire all of the shares of Petrominerales, and shareholders of Petrobank and Petrominerales will receive shares of New Petrominerales.
As all conditions to the Reorganization have now been completed, we confirm that the Reorganization will become effective on December 31, 2010, such that Petrobank shareholders of record as at December 31, 2010 will be entitled to receive approximately 0.614 shares of New Petrominerales for each Petrobank share held. The ex-distribution date for all Petrobank shares to commence trading without the entitlement to receive New Petrominerales shares is December 29, 2010.
In conjunction with the Reorganization, New Petrominerales is converting to a paperless share certificate system, namely, the Direct Registration System ("DRS"). With DRS, New Petrominerales will not issue paper share certificates. As a result, any shareholder who owns shares of Petrobank or Petrominerales in certificated form as of the Effective Time will not receive new, post-Reorganization paper share certificates in exchange for old, pre-Reorganization share certificates of Petrobank or Petrominerales. Instead, such a shareholder will receive an advice statement that indicates how many new, post-Reorganization shares in New Petrominerales the shareholder owns through DRS, along with a brochure outlining the information regarding DRS. It is anticipated that advice statements in respect of the shares of New Petrominerales received by Petrobank shareholders will be delivered on or about January 7, 2010. Petrominerales shareholders will receive one share of New Petrominerales for each share of Petrominerales held and, after December 31, 2010, the existing Petrominerales share certificates will represent New Petrominerales shares. The existing Petrominerales share certificates will be replaced over time by advice statements under DRS, for example, when certificates are presented to New Petrominerales' transfer agent for transfer.
Petrobank Energy and Resources Ltd. is a Calgary-based oil and natural gas exploration and production company with operations in western Canada and Latin America. The Company operates high-impact projects through three business units and a technology subsidiary. The Canadian Business Unit, operated by Petrobank's 59% owned TSX-listed subsidiary, PetroBakken Energy Ltd. (TSX:PBN), is an oil and gas exploration and production company combining light oil Bakken and Cardium resource plays with conventional light oil assets, delivering industry leading operating netbacks, strong cash flows and production growth. PetroBakken is applying leading edge technology to a multi-year inventory of Bakken and Cardium light oil development locations, along with a significant inventory of opportunities in the Horn River and Montney gas resource plays in northeast BC. PetroBakken's strategy is to deliver accretive production and reserves growth, along with an attractive dividend yield. The Latin American Business Unit, operated by Petrominerales Ltd. (TSX:PMG), is a Latin America-based exploration and production company producing oil in Colombia with 15 exploration blocks covering a total of 2.0 million acres in the Llanos and Putumayo Basins and five exploration blocks in Peru covering a total of 9.5 million gross (5.4 million net) acres in the Ucayali and Titicaca Basins. Whitesands Insitu Partnership, a partnership between Petrobank and its wholly-owned subsidiary Whitesands Insitu Inc., owns 104 net sections of oil sands leases in Alberta, 36 sections of oil sands licenses in Saskatchewan and 4 net sections of petroleum and natural gas rights in Kerrobert, Saskatchewan, and operates the Whitesands project which is field-demonstrating Petrobank's patented THAI ® heavy oil recovery process. THAI ® is an evolutionary in-situ combustion technology for the recovery of bitumen and heavy oil that integrates existing proven technologies and provides the opportunity to create a step change in the development of heavy oil resources globally. THAI ® and CAPRI ® are registered trademarks of Archon Technologies Ltd., a wholly-owned subsidiary of Petrobank Energy and Resources Ltd., for specialized methods for recovery of oil from subterranean formations through in-situ combustion techniques and methodologies with or without upgrading catalysts. Used under license by Petrobank Energy and Resources Ltd.
FOR FURTHER INFORMATION PLEASE CONTACT:
John D. Wright Petrobank Energy & Resources Ltd. President and Chief Executive Officer 403.750.4400
Chris J. Bloomer Petrobank Energy & Resources Ltd. Senior Vice President and Chief Operating Officer, Heavy Oil 403.750.4400
Peter Cheung Petrobank Energy & Resources Ltd. Vice President Finance and Chief Financial Officer 403.750.4400 email@example.com www.petrobank.com
Corey C. Ruttan Petrominerales Ltd. President and Chief Executive Officer 403.750.4400 or 011.571.629.2701
Jack F. Scott Petrominerales Ltd. Chief Operating Officer 403.750.4400 or 011.571.629.2701
Kelly D. Sledz Petrominerales Ltd. Chief Financial Officer 403.750.4400 or 011.571.629.2701 firstname.lastname@example.org www.petrominerales.com