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Archive for October, 2012

Calgary Oil Baron Jeff Boyce’s Petroamerica Turnaround In Progress

This interview was published by Tommy Humphreys on October 9, 2012 on CEO.ca.

Please enter http://ceo.ca/pta-update/ to get the whole story.

Since we first wrote about Petroamerica Oil Corp. (TSXV: PTA) on August 16, shares of the Calgary/Bogata-based oil and gas junior have risen over 50% to 52-week highs (chart). Obviously something is up so we decided to take a closer look to see why shares in PTA have more buyers than sellers.

What first attracted us to Petroamerica was the management team, which we detailed in our August article. Jeff Boyce, former CEO and co-founder of the $4.5B+ Vermillion Energy Inc., is a ‘hands-on’

Executive Chairman with a strong track record. CEO Nelson Navarette was formerly second in command at Ecopetrol, the state oil company in Colombia, and he has the connections and expertise to navigate the oil business in that country. Influential resource mogul and billionaire Frank Giustra is also one of the largest shareholders of the company.

We were also impressed by the turnaround strategy being executed by management. When we first spoke with Boyce by phone in August, he told us, “We’ve come out of two years of hell, changing management, cleaning up the company’s asset base. But I like this kind of stuff, I think I have half an idea of what I’m doing, so I stepped up, as did Nelson Navarette and Ralph Gillcrist [EVP Exploration and Business Development], and now we’ve made a major discovery.”

Another press release was issued by PTA last week which the market responded favourably to, announcing current net production of 2714 barrels per day. See: “Petroamerica Announces the Drilling Start-up of the Las Maracas-5 Well…

Following this release we wanted to know what to expect from PTA over the coming months, so weventured to Calgary last week to catch up with Mr. Boyce and learn more.

Our conversations with industry experts before heading to Calgary indicated that the market is positively inclined to Petroamerica, yet still wants to see more evidence that PTA can continue to deliver success.

Mr. Boyce put it succinctly in our meeting last Thursday when he said, “For our company, we’ve got a real nice oil field now at Las Maracas, and we’ve got a little bit of production at Balay. If we can get that other leg of the stool fastened with more exploration success, then the concentration risk is gone, and all of a sudden, this becomes a real company—not just a ‘one asset play.’”

In asking Mr. Boyce how investors might value the company, he suggested focusing on the growth of production, reserves and cash flow on a per share basis. “At 2714 barrels per day, our stock price is trading at less than two times 2013 cash flow per share. What’s a reasonable multiple? That’s for you to decide, but I think we’re trading at approximately half of our base value, not including any exploration upside.”

 

Catalysts

A top priority now for Petroamerica is to prove up its core asset, the Las Maracas oil field, which has been its first major success. One step out well, Las Maracas 5, is currently drilling, with Las Maracas 6 expected to be drilled right after Las Maracas 5.

According to Boyce, Petroamerica also has a number of exploration properties in the Llanos basin, all of which have undergone 3D Seismic surveys. Drill results from the La Casona well on the El Eden block will be out by the end of October. Petroamerica holds at 40% working interest in this block, and the company has handicapped the success of this well at 45%—with the potential of 5-10 million barrels recoverable. Boyce commented that, “El Eden has the potential to double our current production and reserves.”

The next block for exploration will be CPO-1, which is a 50% working interest in a joint venture with the $7B+ Colombian energy producer, Pacific Rubiales. The CPO-1 prospect has a potential size of 7-12 million barrels of recoverable reserves, handicapped at a 40% chance of success after the 3D Seismic survey. CPO-1 is expected to be drilled later this year or early next. In regards to CPO-1 Boyce said, “This is a very prolific area with lots of production around it. Like El Eden, CPO-1 has the potential to be as big or bigger than what we have now at Las Maracas.”

Additional drilling prospects include the Curiara-1 well at El-Porton, which is a block beside El-Eden and will be drilled early next year, with results expected by March 2013. When asked if El-Porton was as large of a prospect as the others, Boyce said, “In terms of potential, we think El-Porton is bigger, but keep in mind, this prospect has a much higher risk profile.”

Balay 4 will also be drilled shortly, as part of a delineation of a reservoir on the property with two wells already in production. Petroamerica has only a 15% working interest in Balay (with Petrobras as operator), so it’s less material to the company, but the field has potential, Boyce says.We also learned Petroamerica has further growth prospects outside of the blocks already mentioned, and more areas to run 3D Seismic surveys.

Another potential catalyst for the company will be the release of an upcoming reserve report, prepared by GLJ Engineering, which should be ready by March 2013. Petroamerica hopes this report will assist the company in obtaining a lower cost reserve-based credit facility in the future.

Additionally, the company is about to ramp up the marketing of its story to investors, beginning with presentations at a Colombian energy conference and the Canaccord Global Resource Conference this October.

Petroamerica also announced the engagement of Sonny Mottahed (Black Spruce Merchant Capital), formerly of Canaccord and Raymond James, as Special Advisor to the company’s board of directors. “Sonny is helping us to communicate the story properly, to find new shareholders, and in sourcing and evaluating new business opportunities. He gives us depth and he owns a lot of stock. He’s a partner, and we’re fortunate to have him involved,” Boyce commented.

 

Challenges

When asked about challenges the company has faced, Boyce indicated that, “One challenge we’ve had is retooling the whole shareholder base. Two years ago production was at zero and our share price was 70 cents. Today the production is at 2714 barrels per day, and the stock price is down here in the mid 20s. People got too excited too early. Now we’re starting to deliver success and we’re getting the right investor base who want to own Petroamerica, who understand the story, and who are a little more patient with their capital, like I am… I will be the last guy out,” Boyce further commented.

It is also difficult to ignore the high share count when evaluating the company, with 578,331,594 outstanding plus warrants and options at time of writing. “I don’t like that there’s so many shares out, but I own them, and I’m not selling,” Mr. Boyce told us. “Keep in mind when looking at the share structure that it’s the market capitalization that counts, and that we could take in a lot of capital at higher prices from our warrants and options.”

We asked Boyce whether a share consolidation was in the cards, and he replied that, “We would only consider a share consolidation on strength, with respect to a business combination or other positive transaction. In the meantime, we’re trying to make this company as successful as possible.”

 

Conclusions

What we like most about Boyce is that he wants results, and not promotion alone, to drive the share price. He commented that, “It’s fine to get people excited–they will believe you. But when I tell you I’m going to deliver, it’s going to be more than I tell you to expect, not less. That’s my philosophy of building success and loyalty in the marketplace… I want you to add 10% or 20% to my story because we’ve under-promised and over-delivered.”

As our time with Mr. Boyce came to an end he told us that, “With Petroamerica, we’ve had one major success. Now, for things to really take off, we need to show the market we’re not just a one-trick pony. I think the odds are, that out of five or six [exploration blocks], one or two are going to work, and when they do, we’ll get a real shot in the arm.”

Our experience shows us that speculating on an oil and gas explorer is never a sure thing — but fortune favours the bold, and it helps to have an experienced captain like Jeff Boyce at the helm. The fate of this company is now up to the drill bit, and at least operationally, now we know what to expect.

Whether you want to add 10% or 20% to the story is up to you.

Disclosure: Please see Petroamerica’s Disclaimer on page 1 of their corporate presentation as this article may contain forward looking statements. Also, Tommy Humphreys owns shares in Petroamerica Oil Corp. and this article is not investment advice. Always do your own due diligence and consult a licensed investment advisor before buying or selling any security.

SOURCE: Petroamerica Oil Corp.

Posted in: Energy News, Press Releases

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Petromanas to Acquire Gallic Energy as Part of Continental European Strategy

CALGARY, ALBERTA, October 2, 2012 – Petromanas Energy Inc. (“Petromanas” or the “Company”) (TSXV: PMI) and Gallic Energy Ltd. (“Gallic”) (TSXV: GLC) are pleased to jointly announce that they have entered into an agreement (the “Arrangement Agreement”) whereby Petromanas will acquire 100% of the issued and outstanding class A shares of Gallic (“Gallic Shares”), in exchange for common shares of Petromanas (“Petromanas Shares”), by way of a statutory plan of arrangement (the “Arrangement”). The
transaction is expected to close in the fourth quarter of 2012 provided all required Gallic security holder, court and regulatory approvals are obtained.

Under the terms of the Arrangement, holders of Gallic shares (“Gallic Shareholders”) will receive, in exchange for each Gallic Share held, 0.3736 of a share of Petromanas (the “Exchange Ratio”). The Exchange Ratio represents a value of approximately $0.07 per Gallic Share, based on the volume weighted average price of Petromanas Shares on the TSX Venture Exchange (the “TSXV”) for the ten trading days ended October 1, 2012 and a premium of 11% to the volume weighted average price of Gallic Shares on the TSXV for the same period.

In addition, under the terms of the Arrangement Agreement, all of Gallic’s outstanding options will be exercised in accordance with their terms, or, surrendered or otherwise terminated prior to the closing of the Arrangement. Pursuant to the Arrangement, all holders of Gallic warrants will receive replacement warrants of Petromanas exercisable for Petromanas Shares equal to that number of Gallic Shares which were otherwise issuable upon exercise of the Gallic warrants previously held, multiplied by the Exchange Ratio, with the exercise price adjusted accordingly. Petromanas anticipates issuing an aggregate of approximately 62.65 million common shares in connection with the Arrangement, at a deemed purchase price in respect of the Arrangement of approximately $10 million. After giving effect to the Arrangement, Petromanas will have approximately 693 million common shares outstanding.

“This transaction provides shareholders of both companies with an opportunity to access an expanded portfolio of European assets on favourable terms,” said Glenn McNamara, CEO of Petromanas. “Petromanas has always planned to diversify and complement its Albanian exploration portfolio with additional European assets. The combined exploration assets are focused on proven petroleum producing basins and offer exposure to a variety of play and commodity types while diversifying risk across the portfolio. Our subsurface expertise currently being utilized in Albania is a very good fit for Gallic’s naturally fractured carbonate assets in France’s Aquitaine Basin. In addition, fiscal terms, regional commodity prices and infrastructure access in France are very attractive for conventional assets. We feel this is a cost effective way to expand Petromanas’ exploration portfolio and our solid balance sheet will permit ongoing exploration activities across the unified asset base to proceed in an orderly and timely fashion from a position of strength.”

The Arrangement Agreement provides for, among other things, a non-solicitation covenant on the part of Gallic, subject to customary “fiduciary out” provisions, that entitles Gallic to consider and accept a superior proposal and a right in favour of Petromanas to match any superior proposal. If the Arrangement Agreement is terminated in certain circumstances, including if Gallic enters into an agreement with respect to a superior proposal or if the Board of Directors of Gallic withdraws or modifies its recommendation with respect to the proposed transaction, Petromanas is entitled to a termination payment in cash of $350,860. A complete copy of the Arrangement Agreement will be available under Petromanas’ issuer profile on SEDAR at www.sedar.com.

The Gallic Board of Directors, after consulting with its financial and legal advisors, has unanimously (other than one Gallic director who recused himself from the process of considering the proposed transaction) determined that the Arrangement is in the best interests of Gallic and that the consideration being offered to Gallic Shareholders is fair, from a financial point of view, to the Gallic Shareholders. The Gallic Board has resolved to unanimously recommend that Gallic Shareholders and Gallic warrantholders vote their shares and warrants in favour of the Arrangement at the special meeting (the “Gallic Meeting”) of Gallic Shareholders and warrantholders (voting together as a single class) to be held on or about November 30, 2012.

The directors and senior officers of Gallic have entered into support agreements with Petromanas to vote their Gallic Shares and Gallic warrants in favour of the Arrangement at the Gallic Meeting. Completion of the transaction is subject to customary closing conditions, including court approval of the Arrangement; approval of two-thirds of the votes cast by holders of Gallic Shares and Gallic warrants (voting together as a single class) in person or by proxy at the Gallic Meeting; and applicable government and regulatory approvals by, among others, the relevant authorities in Canada, France and Australia (if required).

Full details of the transaction will be included in an information circular to be mailed to Gallic Shareholders and warrantholders in accordance with applicable securities laws. A copy of the information circular and related documents will be filed under Gallic’s issuer profile on SEDAR at www.sedar.com.

Black Spruce Merchant Capital Corp is acting as financial advisor to Petromanas with respect to the Transaction. Raymond James Ltd. has provided the board of directors of Petromanas with its verbal opinion that, subject to its review of the final form of documents effecting the Transaction, the consideration payable pursuant to the Arrangement is fair, from a financial point of view, to the shareholders of Petromanas. National Bank Financial Inc. is acting as strategic advisor to Petromanas. Petromanas’ legal advisor is Norton Rose Canada LLP.

Gallic’s Board of Directors has received a fairness opinion from Macquarie Capital Markets Canada Ltd. that, subject to the assumptions and limitations contained therein, the consideration to be received by Gallic Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Gallic Shareholders. Gallic’s legal advisor is Davis LLP.

 

About Gallic Energy Ltd.

Gallic is an international oil and gas company with assets in France and Australia. Current operations are focused on France and, in particular, on the Aquitaine Basin where Gallic holds a 100% working interest in approximately 320,000 net acres of exploration lands. Gallic also holds acreage in the prospective Canning Basin in Australia.

For further information with respect to Gallic Energy Ltd. please contact:

William H. (Bill) Smith
President and Chief Executive Officer
Gallic Energy Ltd.
Tel: (403) 930-7533

or

Dean Callaway
Vice President Finance and Chief Financial Officer
Gallic Energy Ltd.
Tel: (403) 930-7534
info@gallicenergy.com

 

About Petromanas

Petromanas is an international oil and gas company focused on the exploration and development of its assets in Albania. Petromanas, through its wholly-owned subsidiary, holds three Production Sharing Contracts (“PSCs”) with the Albanian government. Under the terms of the PSCs, the Company has a 100% working interest in Blocks A, B, D, and E and a 50% working interest in Blocks 2 and 3 that comprise more than 1.4 million gross acres across Albania’s Berati thrust belt.

For further information with respect to Petromanas Energy Inc. please contact:

Glenn McNamara, CEO
Hamid Mozayani, COO
Bill Cummins, CFO
Petromanas Energy Inc.
Suite 1720, 734 – 7th Avenue SW
Calgary, Alberta
Canada T2P 3P8
Tel: +1 403 457 4400
Fax: +1 403 457 4480
Email: info@petromanas.com

Website: www.petromanas.com

The Equicom Group
Nick Hurst
300 5th Avenue SW, 10th Floor
Calgary, Alberta
Canada T2P 3C4
Tel: +1 403 218 2835
Fax: +1 403 218 2830
nhurst@equicomgroup.com

 

Forward-Looking Information

This press release contains forward-looking forward-looking information and statements within the meaning of applicable securities laws and are based on the expectations, estimates and projections of management of Petromanas and Gallic as of the date of this news release unless otherwise stated. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, ”believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward-looking information and statements concerning: the anticipated benefits of the Arrangement to Petromanas and Gallic and their respective shareholders, including anticipated synergies; the timing and anticipated receipt of required regulatory, court and securityholder approvals for the transaction; the ability of Petromanas and Gallic to satisfy the other conditions to, and to complete, the Arrangement; the anticipated timing of the mailing of the information circular regarding the Arrangement, the holding of the Gallic Meeting and the closing of the Arrangement.

In respect of the forward-looking information and statements concerning the anticipated benefits and completion of the proposed Arrangement and the anticipated timing for completion of the Arrangement, Petromanas and Gallic have provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the time required to prepare and mail securityholder meeting materials, including the required information circular; the ability of Petromanas and Gallic to receive, in a timely manner, the necessary government, regulatory, court, securityholder, stock exchange and other third party approvals, including but not limited to the receipt of applicable competition approvals and foreign government approvals; the ability of Petromanas and Gallic to satisfy, in a timely manner, the other conditions to the closing of the Arrangement; and expectations and assumptions concerning, among other things: commodity prices and interest and foreign exchange rates; planned synergies, capital efficiencies and cost-savings; applicable tax laws; future production rates; the sufficiency of budgeted capital expenditures in carrying out planned activities; and the availability and cost of labour and services. The anticipated dates provided may change for a number of reasons, including unforeseen delays in preparing meeting materials, inability to secure necessary securityholder, government, regulatory, court or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking information and statements contained in this press release. In respect of the forward-looking information and statements, Petromanas and Gallic have provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions in respect of: prevailing commodity prices, margins and exchange rates; that Petromanas’ future results of operations will be consistent with past performance and management expectations in relation thereto; the continued availability of capital at attractive prices to fund future capital requirements relating to existing assets and projects, including but not limited to future capital expenditures relating to expansion, upgrades and maintenance shutdowns; the success of growth projects; future operating costs; that counterparties to material agreements will continue to perform in a timely manner; that there are no unforeseen events preventing the performance of contracts; and that there are no unforeseen material construction or other costs related to current growth projects or current operations.

Since forward-looking information and statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to the risks associated with the industries in which Petromanas and Gallic operate in general such as: operational risks; delays or changes in plans with respect to growth projects or capital expenditures; costs and expenses; health, safety and environmental risks; commodity price, interest rate and exchange rate fluctuations; environmental risks; competition; failure to realize the anticipated benefits of the Arrangement and to successfully integrate Gallic and Petromanas; ability to access sufficient capital from internal and external sources; and changes in legislation, including but not limited to tax laws and environmental regulations. Risks and uncertainties inherent in the nature of the Arrangement include the failure of Petromanas or Gallic to obtain necessary securityholder, government, regulatory, court and other third party approvals, or to otherwise satisfy the conditions to the Arrangement, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of Petromanas or Gallic to otherwise satisfy the conditions to the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all.

Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of Petromanas, Gallic and the combined company, are included in reports on file with applicable securities regulatory authorities, including but not limited to; Petromanas’ Annual Information Form for the year ended December 31, 2011 which may be accessed on Petromanas’ SEDAR profile at www.sedar.com and the Annual Information Form of Gallic for the year ended December 31, 2011 which may accessed on Gallic’s SEDAR profile.

The forward-looking information and statements contained in this press release are made as of the date hereof and Petromanas undertakes no obligation to update publicly or revise any forward- looking information or statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Petromanas Energy Inc.

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Petroamerica Announces the Drilling Start-up of the Las Maracas-5 Well, Provides a Production Update for its Colombian Operations, and Announces the Engagement of a Special Advisor to its Board of Directors

CALGARY, ALBERTA, October 1, 2012 – Petroamerica Oil Corp. (TSX-V:PTA) (“Petroamerica” or the “Company”), a junior oil and gas company operating in Colombia is pleased to announce the start of drilling of the Las Maracas-5 well (the “well”) on the Los Ocarros Block in the Llanos Basin of Colombia, which was spud on September 30, 2012. The well is primarily targeting production from the Mirador Formation but it will also test the deeper Gacheta reservoir in a structurally low position. The well is being drilled with the Tuscany 109 drilling rig, and upon its completion, is expected to be followed closely by the Las Maracas-6 well and a possible water disposal well.

The Company further announces that the logistical circumstances previously limiting crude oil production and transportation at the Las Maracas Field no longer apply, and since September 22, 2012 the field has been producing at more than 5,000 barrels of oil per day (“bopd”) with minimal water (less than 3% water cut).

Petroamerica holds a 50% participating interest in the Los Ocarros Block. The contractual operator of the block is Cepcolsa, which has transferred its 50% working interest to Parex Resources Colombia Ltd. Sucursal. Final approval of this transfer by the ANH (Colombian National Hydrocarbon Agency) is pending.

With the increased production coming from the Las Maracas field, at September 29, 2012, the Company’s total working interest production was 2,714 bopd (2,497 bopd net after royalties).

Petroamerica is also pleased to announce the engagement of Sonny Mottahed as Special Advisor to the Corporation’s Board of Directors. Mr. Mottahed will provide strategic and financial advisory services with respect to projects and corporate acquisitions as part of the ongoing development of Petroamerica’s assets in Colombia. Sonny Mottahed is the CEO of Black Spruce Merchant Capital Corp., a private merchant banking firm focused on providing specialized financing and advisory services to the global energy industry.

Additionally, the Company reports that pursuant to the Company’s Stock Option Plan, a total of 7,450,000 stock options have been granted to certain directors, officers, employees and advisors of the Company on October 1, 2012, to be priced at the closing market price 48 hours after issuance. This grant is subject to regulatory approval. The options were issued pursuant to the Company’s stock option plan and expire on October 1, 2022. The options vest in thirds, with one third vesting upon issuance, and one third vesting on each of the first and second anniversaries of issuance.

 

About Petroamerica:

Petroamerica Oil Corp. is a junior oil and gas exploration and production company with activities in Colombia. Petroamerica has production coming from two oil discoveries and has interests in seven exploration blocks, all located in Colombia’s Llanos Basin. Petroamerica’s shares are listed on the TSX Venture Exchange under the symbol “PTA”.

 

Forward-Looking Statement

This news release includes forward-looking statements related to the expected occurrences in relation to the properties identified and with respect to expectations regarding drilling and completion activities and third party approvals of the Company’s activities. A multitude of factors can cause actual events to differ significantly from any anticipated development and although Petroamerica believes that the expectations represented by such forward-looking statements are reasonable; there can be no assurance that such expectations will be realized. These forward looking statements are based upon assumptions that Petroamerica has made concerning the oil and gas industry in Colombia, the reliability of available data regarding the properties, the regulatory environment in which the Company operates and the continuing
market for oil and gas. Risk factors may include the uncertainty of conducting operations under a foreign regime, the availability of labour and equipment, the fluctuating price of oil and gas, the results of drilling and Petroamerica’s dependence upon other participants in the property areas. Neither Petroamerica nor any of its subsidiaries nor any of its officers or employees guarantees that the assumptions underlying such forward-looking statements are free from errors, nor do any of the foregoing accept any responsibility for the future accuracy of the opinions expressed in this document or the actual occurrence of the forecasted developments.

Although the Company believes that the expectations represented by the forward-looking statements contained herein are reasonable, undue reliance should not be placed on the forward-looking statements because there can be no assurance that such expectations will be realized. The forward-looking statements contained in this document are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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.

FOR FURTHER INFORMATION PLEASE CONTACT:

Nelson Navarrete
President and CEO

Colin Wagner
CFO

Ralph Gillcrist
Executive Vice President Exploration & Business Development

Tel Bogota, Colombia: +57-1-629-3534
Tel Calgary, Canada: +1-403-237-8300
Email: investorrelations@pta-oil.com
Web Page: www.PetroamericaOilCorp.com

SOURCE: Petroamerica Oil Corp.

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