CALGARY, ALBERTA–(Marketwired – Feb. 4, 2016) – Perisson Petroleum Corporation (“Perisson” or the “Company“) (CSE:POG) – Perisson is pleased to announce that it has signed a non-binding letter of intent with respect to a proposed plan of arrangement with Forent Energy Ltd. (“Forent”), an Alberta-based oil and gas exploration and development company listed on the TSX Venture Exchange (TSX VENTURE:FEN). Under the plan of arrangement, each common share of Forent will be exchanged for one Perisson common share. Forent’s outstanding options will be adjusted in accordance with their terms such that the number of Perisson common shares received upon exercise and the exercise price will reflect the exchange ratio.
The proposed transaction is subject to a number of conditions including, but not limited to: (1) approval of the transaction by the board of directors of Forent and Perisson and any requisite shareholder approval, (2) Perisson, prior to completing the transaction, having completed a financing or series of financings for gross proceeds of not less than $40,000,000 at a deemed price of not less than $0.40 per Perisson common share, and (3) approval of the TSX Venture Exchange, Canadian Securities Exchange and all other regulatory bodies having jurisdiction in connection with the subject transaction. The parties also anticipate entering into a definitive agreement setting out in more detail the proposed terms of the arrangement.
Prior to the Forent business combination, a new strategic investor group (the “Capital Partner“) is proposing to undertake an initial non-brokered private placement for gross proceeds of CDN$40 million at a subscription price of $0.40 per share (the “Financing“), for the purposes of the Forent acquisition as well as other strategic acquisitions anticipated to occur in the first half of 2016.
The offering is a planned first step by the Capital Partner, whose intention is to fund approximately USD$150 million worth of high-quality acquisitions in Canada based on the recommendations of Perisson’s management team over the next 18 months. As a demonstration of the Capital Partner’s commitment to creating shareholder value for all shareholders, they have expressed their intent to continue making future equity investments at – or above – market prices.
The Company and its Capital Partner believe the most likely way to achieve the highest return on capital employed (“ROCE”) will be through the acquisition of very high quality assets – many of which would simply be unavailable other than during a distressed industry atmosphere. They are anticipated to be relatively non-competitive processes, given the scarcity of capital and plethora of assets available in today’s market.
About Perisson Petroleum Corporation
Perisson Petroleum Corporation holds a 100% working interest in 39,927 hectares (almost 100,000 acres) known as the VMM-17 block, a license located in the prolific, stable, oil-producing region of the Middle Magdalena Basin in central Colombia. The Corporation’s objectives are to explore, exploit and produce oil from the relatively shallow reservoirs believed to be within the VMM-17 block.