UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS San Angelo Oil Limited Files Amended and Restated Prospectus and Amended and Restated Financial Statements, Re-prices Warrants
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS
San Angelo Oil Limited Files Amended and Restated Prospectus and Amended and Restated Financial Statements, Re-prices Warrants
February 3, 2015 – Vancouver, British Columbia – San Angelo Oil Limited (“San Angelo” or the “Company”) is pleased to announce that it has filed and received a receipt from the securities regulatory authorities in each of the provinces of British Columbia, Alberta, Manitoba and Ontario for an amended and restated prospectus dated February 3, 2015 (the “Amended Prospectus”), which amends and restates the Company’s prospectus dated November 14, 2014. The Amended Prospectus reflects updated terms of the Company’s previously announced initial public offering (the “Offering”), which will now consist of 5,000,000 units (“Units”) at a price of $0.20 per Unit for gross proceeds of $1,000,000. Each Unit is comprised of one common share in the capital of the Company (a “Common Share”) and one common share purchase warrant. Each warrant (a “Warrant”) will entitle the holder thereof to acquire one additional Common Share upon payment of the exercise price of $0.30 at any time prior to 1:30 p.m. (Vancouver time) on the date which is 24 months from the date the Common Shares and Warrants are listed on the TSX Venture Exchange (the “Listing Date”).
The Units are being offered on a commercially reasonable efforts basis through Richardson GMP Limited, agent for the Offering. The Company has granted the agent an over-allotment option to cover over-allotments, if any. If the Offering is completed, and the agent exercises the over-allotment option, the Company will issue up to an additional 750,000 Units on the same terms as the Offering. The Company has agreed to pay the agent a cash commission of 8% of the gross proceeds of the Offering, other than any subscriptions received from purchasers listed on a president’s list, on which a fee of 4% will be paid. The Company has also agreed to grant the agent an option to purchase that number of Common Shares equal to 8% of the aggregate number of Units sold under the Offering (4% in the case of president’s list purchasers). The option will be exercisable at a price of $0.20 per Common Share, for a period of 24 months following the Listing Date.
In connection with the Offering, the TSX Venture Exchange has conditionally approved the listing of San Angelo’s Common Shares and Warrants. Listing of the Common Shares and Warrants is subject to the Company fulfilling all the requirements of the TSX Venture Exchange.
A copy of the Amended Prospectus, which contains important information relating to the Offering, is available on SEDAR at www.sedar.com.
The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of any offer to buy, nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.
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The Company also announces that in connection with the filing of the Amended Prospectus, it has filed amended and restated financial statements for the period from February 11, 2014 (date of incorporation) to June 30, 2014 and the three month period ended September 30, 2014. The amended and restated financial statements are included in the Amended Prospectus. Material revisions to the financial statements include the addition of an “emphasis of matter – going concern” note, as well as other updates to the notes for events that occurred subsequent to the reporting periods.
In connection with the changes to the Offering, the Company amended the exercise price of warrants issuable on exercise of convertible debentures issued in June and July, 2014, as well as 3,695,000 warrants issued pursuant to an August, 2014 private placement. The exercise price of the warrants was decreased from $0.50 to $0.30. Convertible debenture and warrant holders are advised that replacement certificates will not be issued, and the original convertible debenture and warrant certificates must be presented to the Company in order to exercise the securities.
About San Angelo Oil Limited
San Angelo through its subsidiary, San Angelo Operating Corp., is engaged in the acquisition, exploration and development of conventional oil and natural gas properties. San Angelo has acquired a 55% working interest in the Orb Prospect, which is located in the Wingate Field area of western Runnels County in the State of Texas. See the Amended Prospectus for further information.
For further information regarding this news release, please contact:
Michael Arguijo, CEO, President and Director 512.330.4409, 844.492.9793 or [email protected]
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-looking Statements
This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively “forward-looking statements”). The use of any of the words “are being”, “will”, “is subject” and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such forward-looking statements should not be unduly relied upon. The Company believes the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct. This news release contains forward-looking statements and assumptions pertaining to the following: completion of the Offering; the granting of regulatory approvals; and business strategy, strength and focus. Actual results could differ materially from those anticipated in these forward-looking statements as a result of risk factors, including: market conditions that prevent the Company from raising funds and closing the Offering; delays in, or a failure to, receive regulatory approvals; the risks inherent in oil and natural gas exploration and development; and those factors listed under “Risk Factors” in the Amended Prospectus filed on SEDAR at www.sedar.com. Readers are cautioned that the foregoing list of factors is not exhaustive. Any forward-looking statement in this news release is based only on information currently available and speaks only as of the date on which it is made.