Mr. Ralph Gillcrist of Petroamerica reports

PETROAMERICA AND PETRONOVA ANNOUNCE THE FILING OF MATERIALS FOR SPECIAL MEETING OF PETRONOVA SHAREHOLDERS AND PROVIDES INFORMATION ON THE EXPECTED CONSOLIDATION OF PETROAMERICA SHARES

PetroNova Inc. will hold a special meeting of the shareholders of PetroNova to consider and vote upon the proposed plan of arrangement between Petroamerica Oil Corp. and PetroNova at the offices of Borden Ladner Gervais LLP, Centennial Place, East Tower, 520 3rd Ave. Southwest, Calgary, Alta., at 10 a.m. Mountain Daylight Time, on July 28, 2015. PetroNova today mailed to its shareholders the information circular and related proxy materials with respect to the meeting. The information circular and related proxy materials have also been filed with the appropriate regulators and are available for viewing under PetroNova's profile on SEDAR and on PetroNova's website.

Arrangement overview

On June 15, 2015, Petroamerica and PetroNova announced that they had entered into an arrangement agreement whereby Petroamerica had agreed to acquire all of the issued and outstanding common shares of PetroNova by way of a statutory plan of arrangement under the Business Corporations Act (Alberta). Under the arrangement, PetroNova shares will receive 0.85 common share of Petroamerica for each PetroNova share held. The board of directors of PetroNova, based on a recommendation by the special committee established to consider the arrangement, has unanimously approved the arrangement agreement and recommends that holders of PetroNova shares vote in favour of the arrangement. The PetroNova board, based on a written fairness opinion from its financial adviser, Peters & Co. Ltd., determined that the consideration to be received by the holders of PetroNova shares pursuant to the arrangement is fair, from a financial point of view, and determined that it is in their best interests.

The arrangement must be approved by two-thirds of the votes cast by holders of PetroNova shares in person or by proxy at the meeting. Completion of the arrangement is subject to customary closing conditions, including approval by the TSX Venture Exchange and the Court of Queen's Bench of Alberta.

Share consolidation

Based on the approval received from the Petroamerica shareholders at the Petroamerica annual general and special meeting held on Nov. 26, 2014, that authorized a consolidation of Petroamerica shares on the basis of up to one new common share for each 10 existing common shares, the Petroamerica board of directors has recently authorized the consolidation of Petroamerica shares on a one-for-10 basis immediately following the closing of the arrangement, and pending approval by the TSX Venture Exchange. It is expected that the implementation of the consolidation will only occur upon the closing of the arrangement. If the consolidation is implemented in conjunction with the closing of the arrangement, holders of PetroNova shares will receive 0.085 postconsolidation Petroamerica share for each PetroNova share held.

The significant points relating to the shares issued under the arrangement and the resulting expected consolidation are as follows:

Petroamerica expects to issue approximately 216.4 million preconsolidation Petroamerica shares assuming the arrangement is approved by the holders of PetroNova shares and the arrangement is completed, which, after giving effect to the consolidation immediately thereafter, will be approximately 21.6 million postconsolidation Petroamerica shares. Upon completion of the arrangement, holders of existing PetroNova warrants will be entitled to receive approximately 39.2 million preconsolidation (approximately 3.9 million postconsolidation) Petroamerica shares upon the exercise of such warrants. Immediately after the completion of the arrangement, it is projected that there will be approximately 1,088.9 million preconsolidation Petroamerica shares outstanding in addition to an aggregate of 119.9 million preconsolidation Petroamerica shares issuable upon the exercise of Petroamerica stock options, historical PetroNova warrants and Petroamerica's contingent value rights, representing 11-per-cent potential dilution. After giving effect to the consolidation immediately thereafter, it is expected that there will be approximately 108.9 million postconsolidation Petroamerica shares outstanding and approximately 12.0 million postconsolidation Petroamerica shares issuable upon the exercise of options, warrants and CVRs, still representing 11-per-cent dilution. On a fully diluted basis, Petroamerica is expected to have approximately 1,208.8 million preconsolidation Petroamerica shares outstanding immediately following the completion of the arrangement, which after consolidation will total approximately 120.9 million postconsolidation Petroamerica shares.

The attached table describes and summarizes the projected fully diluted share capital of Petroamerica after giving effect to the completion of the arrangement and the consolidation of Petroamerica shares (in thousands).

                                     NUMBER OF PETROAMERICA SHARES

                                                         Number of Petroamerica         Number of Petroamerica
                                                  shares prior to giving effect     shares after giving effect
                                                           to the consolidation           to the consolidation

Outstanding as of June 29, 2015, and prior to
the completion of the arrangement                                     872,520.9                       87,252.1
Issued to holders of PetroNova shares in exchange
for all PetroNova shares                                              216,361.3                       21,636.1
Petroamerica shares outstanding                                     1,088,882.2                      108,888.2
Reserved for issuance on exercise of options                           71,785.0                        7,178.5
Reserved for issuance on exercise of warrants                          39,230.8                        3,923.1
Reserved for issuance on exercise of CVRs                               8,864.4                          886.4
Total options, warrants and CVRs                                      119,880.2                       11,988.0
Total -- fully diluted                                              1,208,762.4                      120,876.2

For a complete description of PetroNova's assets, business and financial matters, please visit its website and review its publicly disclosed information available on PetroNova's issuer profile at SEDAR.

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