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Enter Symbol
or Name
USA
CA



Petra Petroleum Inc
Symbol PTL
Shares Issued 69,719,883
Close 2014-08-27 C$ 0.51
Market Cap C$ 35,557,140
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Petra Petroleum enters definitive deal for Mitra RTO

2014-10-24 16:56 ET - News Release

Mr. Michael Atkinson reports

PETRA PETROLEUM INC. ANNOUNCES DEFINITIVE AGREEMENT WITH MITRA ENERGY LIMITED

Further to the press release dated Sept. 3, 2014, Petra Petroleum Inc. has entered into the definitive agreement with Mitra Energy Ltd., an arm's-length private company incorporated pursuant to the laws of Bermuda, in respect of the previously announced proposed business combination of the two companies. As previously disclosed, the transaction will constitute a reverse takeover of Petra pursuant to TSX Venture Exchange Policy 5.2, Changes of Business and Reverse Takeovers.

Upon completion of the transaction, Petra will be engaged in the business of exploration and development of oil and gas resources in Southeast Asia through Mitra. Mitra is a privately owned, independent oil and gas company focused on Southeast Asia, with a portfolio of exploration assets and discoveries within approximately 13.9 million acres of awarded acreage across the Philippines, Vietnam, Indonesia and Thailand. As at the date hereof, Mitra has 111,425,111 shares issued and outstanding.

Pursuant to the definitive agreement, the parties have agreed to complete a scheme of arrangement, in accordance with the laws of Bermuda, such that, upon completion, Mitra will become a wholly owned subsidiary of Petra. Mitra will hold a shareholders meeting for the shareholders to approve the arrangement, which is currently expected to be held in middle of December, 2014.

Highlights of the arrangement

In addition to the arrangement, there are a number of transactions that are occurring, including such steps as the bridge financing (discussed further as follows), a private-placement financing (discussed further as follows), name change of Petra and consolidations. The arrangement and the concurrent transactions continue to be subject to any regulatory, shareholder or such other approvals as may be required and the conditions contained in the definitive agreement on or before Dec. 31, 2014.

Immediately prior to the arrangement, Mitra will consolidate its issued and outstanding shares on the basis of one new postconsolidation share for each existing four Mitra shares held. In addition, Petra will also consolidate its issued and outstanding shares on the basis of one new postconsolidation share for each existing four Petra shares held. In addition, Petra will change its name to Mitra Energy Inc., or such other name as may be acceptable to Petra and Mitra. Pursuant to the arrangement, Mitra shareholders will receive 3.0316 Petra postconsolidation shares for each one Mitra postconsolidation share held.

Bridge financing

Pursuant to the definitive agreement, Petra has agreed to subscribe for $5-million (U.S.) of senior unsecured convertible bonds, pursuant to a Mitra $50-million (U.S.) senior unsecured convertible bond instrument, as may be amended, due May 10, 2015. A principal amount of $40.9-million (U.S.) was subscribed for by certain bondholders in May, 2013. The bonds issued pursuant to the bridge financing will rank pari passu with the existing unsecured convertible bonds.

The closing of the bridge financing is subject to certain conditions, including the delivery of support agreements agreeing to vote in favour of the arrangement executed by Mitra shareholders representing no less than 45 per cent of the Mitra shares.

In the event that the conditions are not met within 30 days of execution of the definitive agreement, the parties are able to terminate the definitive agreement.

Private placement financing

The arrangement is subject to a number of conditions, including the completion of a private placement financing for a minimum of $20-million (U.S.) and up to approximately $50-million (U.S.) on terms and conditions to the mutual satisfaction of Petra and Mitra, to be completed by way of a subscription receipt offering into Mitra, which will close prior to the closing of the arrangement. The subscription receipts will convert for no additional consideration into postconsolidation shares of Mitra immediately prior to the arrangement, and such shares will be acquired by Petra pursuant to the arrangement in exchange for postconsolidation shares of Petra based upon the same share exchange ratio described above. The net proceeds from the financing will be used for: (a) exploring and developing existing assets and future other oil and gas opportunities; and (b) general working capital purposes.

Conditions of the arrangement

As described herein, the arrangement is subject to a number of conditions precedent. Unless all of such conditions are satisfied or waived by the party for whose benefit such conditions exist, to the extent they may be capable of waiver, the arrangement will not proceed. There is no assurance that the conditions will be satisfied or waived on a timely basis, or at all.

Additional information

In accordance with exchange policy, the corporation's shares are currently halted from trading and will remain so until such time as the exchange determines, which, depending on the policies of the exchange, may not occur until the completion of the acquisition.

When available, additional information, including information relating to sponsorship, summary financial information in respect of the corporation and Mitra, and to the extent not contained in this press release, additional information with respect to assets, financing and insiders, will be provided by further press release.

Completion of the transaction is subject to a number of conditions, including, but not limited to, exchange acceptance and, if required by exchange policies, majority of the minority shareholder approval. Where applicable, the transaction, cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Petra should be considered highly speculative.

A further press release will be prepared and disseminated regarding the arrangement and related transactions, in due course, in compliance with the policies of the exchange as information becomes available.

We seek Safe Harbor.

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