Petrolia to Complete a Business Combination with Pieridae Energy Limited that will Create Canada's First Publicly Traded, Integrated LNG Company
Pétrolia Inc. (TSX VENTURE:PEA) ("Pétrolia" or the "Company") announces that it has entered into a definitive agreement dated May 15, 2017 (the "Arrangement Agreement") with Pieridae Energy Limited ("Pieridae"), a private Canadian corporation, providing for a business combination by way of plan of arrangement (the "Arrangement") in accordance with Section 192 of the Canada Business Corporations Act (the "CBCA"), pursuant to which Pétrolia and Pieridae will amalgamate to form a new entity to be named "Pieridae Energy Limited" ("Amalco"). The completion of the Arrangement will result in a reverse takeover of the Company as defined in the policies of the TSX Venture Exchange (the "Exchange"). Completion of the Arrangement is subject to, among other things, the approval of the Exchange and shareholder approval from Pétrolia and Pieridae shareholders.
This Arrangement will enable Amalco to strategically position itself in the North American equity markets as a developing fully integrated energy company, from upstream production to the sale of liquefied natural gas ("LNG"). Pieridea's Goldboro LNG facility project (the "Goldboro LNG Project"), combined with the resource potential held by Pétrolia, constitutes an opportunity for investors to participate in the evolution and growth of Canada's only integrated LNG facility holding key permits and approvals for its current stage of development. It is expected that the combined expertise and diversification of the two companies will provide Amalco with the potential of an effective and sustainable long term growth plan.
The Arrangement will also allow Pétrolia shareholders an opportunity to participate in the LNG industry through the development of an integrated energy company and provide the means for an accelerated exploration of Pétrolia's properties while offering a long-term market for any gas production. Pétrolia's shareholders will receive an immediate premium and considerable potential upside when correlated against similar corporate situations in the North America equity markets this past year.
Amalco will maintain offices in Calgary, Québec City and Halifax.
The Boards of Directors of each of Pieridae and Pétrolia have unanimously approved the Arrangement and determined that it is in the best interests of their respective shareholders.
Laurentian Bank Securities Inc. ("Laurentian Bank Securities") is acting as exclusive financial advisor to Pieridae with respect to the Arrangement.
Pieridae is a privately held Canadian corporation based in Calgary, Alberta. Focused on the development of the Goldboro LNG Project, Pieridae has embarked on a strategy to consolidate natural gas reserves in key natural gas basins to develop new international markets for Canadian and US natural gas. With its first acquisition of resources in New Brunswick, to this merger with Pétrolia, Pieridae seeks to build a long term portfolio of natural gas to supply the Goldboro LNG Project. Pieridae is on the leading edge of the re-integration of the LNG value chain in North America. The development of its own natural gas potential allows for a comprehensive risk management strategy. Pieridae is targeting the next wave of world-wide LNG production, post 2020, and has sold 50% of the initial capacity of the Goldboro LNG Project pursuant to a 20-year, take-or-pay contract with Uniper Global Commodities SE, a 100% subsidiary of Uniper SE, one of Europe's most important gas companies. Pieridae forecasts continuing significant growth in international and domestic markets for liquefied natural gas as consumers look to replace oil with cleaner burning natural gas in the electricity and transportation sectors.
Pétrolia is a junior oil and gas exploration company which owns interests in oil and gas licences covering 16,000 km² (4 million acres), which represents almost 23% of the Québec territory under lease. Pétrolia is a Québec leader in oil and gas exploration and its vision is to develop oil from here, by the people here, for here. The social and environmental dimensions are a major concern of Pétrolia and its exploration process. Through its Investissement PEA Inc. subsidiary, Pétrolia holds 21.7% of the Hydrocarbons Anticosti L.P. limited partnership and its Pétrolia Anticosti Inc. subsidiary is the operator of its Île d'Anticosti project. Pétrolia has 108,399,683 shares issued and outstanding.
The Goldboro LNG Project is located at the Atlantic Ocean coast, approximately two kilometres from the communities of Goldboro in the west, and Drum Head in the east in Goldboro, Guysburough County, Nova Scotia. The Goldboro LNG Project is situated on the same site as the LNG regasification component of the formerly assessed Keltic Petrochemicals and LNG Facility Project. The Goldboro LNG Project being developed by Pieridae will include storage tanks, marine structures and gas processing equipment. Initial permits allow for up to 10 Million Metric Tons Per Annum (MMTPA) of LNG production capacity and the facility will be equipped to handle LNG carriers of up to 250 000 m3. The Goldboro LNG Project has obtained its Environment Assessment Approval from the Nova Scotia Minister of Environment, National Energy Board of Canada LNG export licence, United States Department of Energy LNG Free Trade Agreement and Non-Free Trade Agreement licences and United States Department of Energy Statement on Energy in Transit between Canada and the United States.
The Goldboro LNG Project is the only project on the East coast of Canada that has both key permits for its current stage of development and a credit worthy offtake customer. Pieridae, along with its strategic partners; General Electric, CB&I and ORLEN Upstream Canada, a wholly-owned subsidiary of Poland's PKN ORLEN S.A., is positioned to become the first LNG liquefaction project to be constructed in Canada.
SOURCE: Pétrolia Inc.
The Toronto Stock Exchange has neither approved nor disapproved the information contained herein.