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Message: NR Petromanus TO of Gallic Energy
November 29, 2012
Gallic Energy Adjourns Securityholders Meeting To Vote On Arrangement Involving Petromanas
CALGARY, ALBERTA, November 29, 2012 -- Petromanas Energy Inc. ("Petromanas" or the "Company") (TSXV: PMI) has been informed that the Gallic Energy Ltd. ("Gallic") (TSXV: GLC) board of directors has adjourned the November 29, 2012 meeting of Gallic shareholders and warrantholders called to consider, among other things, the proposed plan of arrangement involving Petromanas and Gallic (the "Arrangement") to December 13, 2012. The meeting has been adjourned to provide Gallic with the opportunity to seek additional support for the proposed Arrangement from the Gallic shareholders and warrantholders.
Petromanas continues to support the terms of the Arrangement, as previously negotiated, which it considers to be fair to the Gallic shareholders and warrantholders.
On October 2, 2012, Petromanas and Gallic announced that they had entered into an 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.
Under the terms of the Arrangement, 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 Arrangement, holders of Gallic warrants will receive replacement warrants of Petromanas exercisable for Petromanas Shares.
The Gallic board of directors, after consulting with its financial and legal advisors, has determined that the Arrangement is in the best interests of Gallic and that the consideration being offered to Gallic shareholders is fair to the Gallic shareholders and warrantholders. The Gallic board of directors continues to recommend that Gallic shareholders and Gallic warrantholders vote their shares and warrants in favour of the Arrangement when the meeting of Gallic shareholders and warrantholders (voting together as a single class) is re-convened at 9:00 a.m. (Calgary time) on December 13, 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.
About Petromanas
Petromanas continues to support the terms of the Arrangement, as previously negotiated, which it considers to be fair to the Gallic shareholders and warrantholders.
On October 2, 2012, Petromanas and Gallic announced that they had entered into an 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.
Under the terms of the Arrangement, 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 Arrangement, holders of Gallic warrants will receive replacement warrants of Petromanas exercisable for Petromanas Shares.
The Gallic board of directors, after consulting with its financial and legal advisors, has determined that the Arrangement is in the best interests of Gallic and that the consideration being offered to Gallic shareholders is fair to the Gallic shareholders and warrantholders. The Gallic board of directors continues to recommend that Gallic shareholders and Gallic warrantholders vote their shares and warrants in favour of the Arrangement when the meeting of Gallic shareholders and warrantholders (voting together as a single class) is re-convened at 9:00 a.m. (Calgary time) on December 13, 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.
About Petromanas
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