VANCOUVER, BC, April 7,
2022 /CNW/ - ShaMaran Petroleum Corp. ("ShaMaran"
or the "Company") (TSXV: SNM) and (Nasdaq First North Growth
Market (Sweden): SNM) is pleased
to announce that the board of directors of the Company has prepared
a prospectus (the "Prospectus") in connection with the rights issue
of up to approximately USD 30.5
million (290.2 million
SEK1) (the "Rights Issue") previously announced
in the news release of April 5, 2022.
The Prospectus has today been approved and registered by
the Swedish Financial Supervisory Authority (Sw.
Finansinspektionen) and is available on the Company's website
(www.shamaranpetroleum.com). View PDF version
CORPORATE UPDATES
The Company would like to inform the market that discussions
with the Kurdistan authorities and
its representatives to approve the change of control of the
TotalEnergies affiliate, as previously announced on July 12, 2021, are progressing towards
finalization of such matter. The Company also intends to
engage in discussions with bondholders of ShaMaran's 2025 bond with
a view to completing the Sarsang acquisition prior to the last day
of the Rights Issue on May 20, 2022.
This may require a waiver of a Rights Issue condition
precedent by the 2025 bondholders.
In addition, the Company plans to release its year-end 2021
financials, 2021 reserves report and 2022 guidance after the close
of business on April 25, 2022.
NOTICE TO HOLDERS OF SHARES
THROUGH EUROCLEAR SWEDEN
Holders of ShaMaran shares should note the Company's
announcement on April 5, 2022 that
shareholders holding their shares through Euroclear Sweden will not
be able to subscribe for additional shares pursuant to the
Additional Subscription Privilege (Sv. "Subsidiär teckning").
Shareholders who wish to subscribe for additional shares
pursuant to the Additional Subscription Privilege must have their
shares registered in Canada to
further participate in the Rights Issue according to the Canadian
terms and conditions that are included in the Circular and Notice
as announced on April 5, 2022.
A cross-border halt for the shares will be implemented on
April 12 - 13, 2022; hence, anyone
re-registering their shares from Euroclear Sweden to Canada must ensure that the re-registration
has been completed well before the cross-border halt commences on
April 12, 2022. ShaMaran
shareholders through Euroclear Sweden who wish to subscribe for
additional shares are advised to immediately contact their
respective broker or nominee for further information on how to
re-register their shares.
RIGHTS OFFERING TIMELINE
(2022)
|
HOLDERS OF SHARES
IN
EUROCLEAR SWEDEN
|
REGISTERED HOLDERS
OF SHARES AND BENEFICIAL
HOLDERS OF SHARES NOT ADMINISTERED BY
EUROCLEAR
|
Cross Border trading
halt
|
April 12-13
|
April 12-13
|
Record Date
|
April 13
|
April 13
|
Subscription
Period
|
April 20 – May
16
|
April 20 – May
20
|
Trading in
Rights
|
April 20 – May
11
|
April 20 – May
20
|
Expiry of Rights
Offering
|
May 16, 15:00
(CEST)
|
May 20, 14:00 (Eastern
time)
|
OTHER
This news release contains information that ShaMaran is obliged
to make public pursuant to the EU Market Abuse Regulation.
This information was submitted for publication, through the
agency of the contact persons set out below, on April 7, 2022
at 8:30 a.m. ET. Arctic
Securities AS (Swedish branch), is the Company's Certified Adviser
on Nasdaq First North Growth Market (Sweden) +46 844 68 61 00,
certifiedadviser@arctic.com.
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 news release.
IMPORTANT INFORMATION
The information in this news release may not be released,
distributed or published, directly or indirectly, in or into
The United States of America,
Australia, Hong Kong, Japan, New
Zealand, Singapore,
South Africa, Switzerland, or any other jurisdiction in
which the release, distribution or publication would be unlawful or
require any other measures than required by Swedish or Canadian
law. Actions in violation of these restrictions may constitute a
violation of applicable securities laws.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities of the Company in
any jurisdiction. There shall be no offer or sale of, or
solicitation of an offer to buy, any securities referred to herein
in any jurisdiction in which such offer, sale or solicitation would
be unlawful.
The share subscription rights referred to herein, and any shares
issuable upon exercise of such subscription rights, have not been
and will not be registered under the United States Securities Act
of 1933, as amended (the "1933 Act"), or any state securities laws,
and may not be directly or indirectly offered, sold, resold or
exercised, as applicable, in the United
States or to, or for the account or benefit of, any U.S.
person (as those terms are defined in Regulation S under the 1933
Act) unless they are registered under, or the transaction is exempt
from the registration requirements of, the 1933 Act and applicable
state securities laws.
This news release has been prepared on the basis that any offer
of securities in any Member State of the European Economic Area,
other than Sweden, which has
implemented the Prospectus Regulation (EU) (2017/1129, as amended,
the "Prospectus Regulation") (each, a "Relevant Member State") will
be made pursuant to an exemption under the Prospectus
Regulation, as implemented in that Relevant Member State, from the
requirement to publish a prospectus for offers of securities.
Accordingly any person making or intending to make any offer
in that Relevant Member State of securities which are the subject
of the offering contemplated in this news release, may only do so
in circumstances in which no obligation arises for the Company of
the Rights Issue to publish a prospectus pursuant to Article 3 of
the Prospectus Regulation or supplement a prospectus pursuant to
Article 23 of the Prospectus Regulation, in each case, in relation
to such offer. The Company has not authorized, nor do it
authorize, the making of any offer of the securities through any
financial intermediary. The Company has not authorized, nor
does it authorize, the making of any offer of securities in
circumstances in which an obligation arises for the Company to
publish or supplement a prospectus for such offer.
FORWARD LOOKING STATEMENTS
This news release contains statements and information about
expected or anticipated future events and financial results that
are forward‐looking in nature and, as a result, are subject to
certain risks and uncertainties, such as legal and political risk,
civil unrest, general economic, market and business conditions, the
regulatory process and actions, technical issues, new legislation,
competitive and general economic factors and conditions, the
uncertainties resulting from potential delays or changes in plans,
the occurrence of unexpected events and
management's capacity to execute
and implement its future plans.
The Covid-19 virus and the restrictions and disruptions
related to it have had a drastic adverse effect on the world demand
for, and prices of, oil and gas as well as the market price of the
shares of oil and gas companies generally, including the Company's
common shares. There can be no assurance that these adverse
effects will not continue or that commodity prices will not
decrease or remain volatile in the future. These factors are
beyond the control of ShaMaran and it is difficult to assess how
these, and other factors, will continue to affect the Company and
the market price of ShaMaran's common shares. In light of the
current situation, as at the date of this news release, the Company
continues to review and assess its business plans and assumptions
regarding the business environment, as well as its estimates of
future production, cash flows, operating costs, and capital
expenditures.
Any statements that are contained
in this news release that are not statements of
historical fact may be deemed to be forward‐looking information.
Forward‐ looking information typically contains statements with
words such as "may", "will", "should", "expect", "intend", "plan",
"anticipate", "believe", "estimate", "projects", "potential",
"scheduled", "forecast", "outlook", "budget" or the
negative of those terms or similar words suggesting future outcomes. The Company cautions
readers regarding the reliance placed by them on
forward‐looking information as by its nature, it is based on
current expectations regarding
future events that involve a number of assumptions, inherent
risks and uncertainties, which could cause
actual results to differ materially from those anticipated by
the Company.
Actual results may differ materially from those projected by
management. Further, any forward‐looking information is made only
as of a certain date and the Company undertakes no obligation to
update any forward‐ looking information or statements to reflect
events or circumstances after the date on which such statement is
made or reflect the occurrence of unanticipated events, except as
may be required by applicable securities laws. New factors
emerge from time to time, and it is not possible for management of the Company
to predict all of these factors and to assess
in advance the impact of each such factor on the Company's business
or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in
any forward‐looking information.
ABOUT SHAMARAN
ShaMaran is a Kurdistan focused
oil development and exploration company which holds a 27.6%
interest, through its wholly-owned subsidiary General Exploration
Partners, Inc., in the Atrush Block and as announced in the
Company's news release of July 12,
2021 upon successful closing of the acquisition from a
TotalEnergies' affiliate will then also hold an 18% interest
through its then wholly-owned subsidiary TEPKRI Sarsang A/S in the
Sarsang Block.
ShaMaran is a Canadian oil and gas company listed on the TSX
Venture Exchange and the Nasdaq First North Growth Market
(Sweden) under the symbol "SNM"
and is part of the "Lundin Group of Companies".
Follow us on Social
Media:
Instagram: @shamaranpetroleumcorp
Twitter: @shamaran_corp
Facebook: @shamaranpetroleumcorp
Note:
1 Based on
exchange rate of 1 USD = 9.514 SEK
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SOURCE ShaMaran Petroleum Corp.