Transaction With Perisson Petroleum Corporation, Consolidation of Common Shares and Private Placement of a Maximum of $7,000,000
MONTREAL, QUEBEC--(Marketwire - Nov. 5, 2012) - Road New Media Corporation (TSX VENTURE:RNM), to be named Perisson Petroleum Corporation (the "Corporation" or "Perisson") is pleased to announce an agreement with Igual Holdings Corp. ("Igual"), the parent company of Morichal Sinoco, S.A. ("Morichal Sinoco" and, together with Igual "MSSA"), and a representative of the shareholders of Igual in order to indirectly acquire a 100% undivided interest in a license known as VMM- 17 oil block project, which consists of 39,927 hectares located in the Middle Magdalena Basin, Province of Tolima, in the center of the country of Colombia (the "Properties").
Perisson will acquire the Properties through the acquisition of all of the issued and outstanding shares in the capital stock of Igual ("Igual Shares"), namely 10,000 Igual Shares, in exchange of 87,333,333 class "A" common shares (the "Common Shares") in the capital stock of the Corporation (post-consolidation) at a value of $0.30 per Common Share for a total consideration of $26,200,000 (the "Acquisition").
Concurrently with the completion of the Acquisition, the Corporation intends to make a non-brokered private placement of a minimum of $3,000,000 and a maximum of $7,000,000 with many investors (the "Private Placement", and, together with the Acquisition, the "Transaction"), subject to all required regulatory approvals.
The Transaction is subject to the approval of its shareholders on record at the close of business on October 25, 2012 at a special shareholders meeting to be held on November 27, 2012 (the "Meeting").
At the Meeting, the shareholders will also be called to approve notably: i) a consolidation of the Common Shares on the basis of one (1) post-consolidation Common Share for seven (7) pre-consolidation Common Shares (the "Consolidation"); ii) the application for the transfer and the listing of the Common Shares on the Canadian National Stock Exchange (the "Exchange"); and iii) the change of the corporate name of Road New Media Corporation, to become Perisson Petroleum Corporation. Furthermore, at the Meeting, the shareolders will be called to require that, at the Closing, if completed, Perisson move on with a reorganization to transfer to a wholly-owned subsidiary, Ephemere Media Inc., its interests in its media assets it will own as at the date of the Meeting and to distribute, at a subsequent date, all of the shares in the capital stock of Ephemere (the "Ephemere Share") as a dividend to the shareholders of Perisson in its registers as of the date of the Meeting, on the basis of one Ephemere Share for every one Common Share (pre-consolidation) or one Preferred Share held. For more details, please refer to the information circular of the Corporation for the Meeting (the "Information Circular") available on www.sedar.com.
The Transaction shall constitute an arm's length transaction for the Corporation within the meaning of the TSX Venture Exchange's policies and is subject to a number of conditions precedents, including the completion of the Private Placement and the receipt of all requisite regulatory and corporate approvals.
A finder's fee (the "Finder's Fee") shall be payable to Trans Globe Communications Inc. through the issuance of 4,165,000 Common Shares (post-consolidation) at a deemed price of $0.30 per Common Share. There is no other consideration to be paid.
MSSA is an exploration-stage enterprise that has participated in oil and gas projects located in Colombia under Concession Agreement VMM-17 since March 31, 2009 and which owns 100% of the Properties. To date, Igual has not found proven reserves and is considered to be in the exploration stage.
The Properties are not owned by any person or entity other than Morichal Sinoco nor does any person or entity possess any proprietary rights or interests, of whatever nature, thereon. The Properties constitute MSSA's only essential tangible assets.
Morichal Sinoco was incorporated on August 22, 2005 under the Venezuela Company Act of the Bolivarian Republic of Venezuela under the name Morichal Petr leo y Gas C.A. Morichal Petroleo y Gas, C.A. changed its name to Morichal Sinoco by means of a shareholders' meeting held on June 1, 2009, and registered on June 17, 2009.
Morichal Sinoco became a wholly owned subsidiary of Igual, a company duly incorporated under the Panama Company Act on July 4, 2011, following the exchange of shares and the issuance of new shares of Morichal Sinoco. Igual has its head office in Panama, Panama.
Pursuant to a an Agency and Exclusive Commercial Agreement dated July 5, 2011 executed between Morichal Sinoco and Igual shall act as Project Manager for Morichal Sinoco and provide all exploration and extraction services relating to the Property. Igual is the sole commercial operator of the Property and, for all purposes, but not exclusively and specifically in regard of the Property.
Ms. Xi Manhong, Director, President and Chief Financial Officer of MSSA, controls and directs MSSA. Furthermore, Mr. Chien-Yeh (Gary) Chen, is serving as Director and Executive Vice President of MSSA.
Financial position of MSSA
Annual and Interim Selected Information
Six-month Financial year Financial year Financial year
period ended ended ended ended
June 30, December 31, December 31, December 31,
2012(1) 2011(1) 2010(1) 2009(1)
(unaudited) (audited) (audited) (audited)
Total Revenue NIL NIL NIL NIL
Loss (income) ($120,265) $727,135 $1,086,640 $310,085
Total Assets $8,629,649 $8,489,035 $7,382,509 $5,808,316
Liabilities $9,461 $9,082 $4,255,889 $1,595,056
1. For the purpose of this table, amounts are in U.S. dollars.
Apex Energy Consultants Inc., ("Apex") has prepared a resource evaluation of the Properties signed by Mr. Michael Kamis P.Eng., Robert Nicholas Martin, P.Geol. and D.MacLellan, P.Eng. (the "Technical Report"), according to Regulation 51-101 respecting standards of disclosure for Oil and Gas Activities (hereinafter "Regulation 51-101". The Technical Report is available for viewing under Corporation's profile on SEDAR at www.sedar.com. Mr. Michael Kamis, Robert Nicholas Martin and D.MacLellan are "Qualified Person" for the purpose of Regulation 51-101 and is considered independent of the Corporation. The following information regarding the Properties is derived from the Technical Report (available on www.sedar.com).
VMM- 17 is located on the western and north western side of the Middle Magdalena Basin in the Country of Colombia approximately 100km northwest of Bogota as shown herebelow.
The VMM-17 license totals approximately 400 square kilometers, 40,000 hectares (approximately 98,662 acres). The license is between latitudes 5 degrees 00'00"N and 5 degrees 25'00"N and longitudes 74 degrees 70'00" and 74 degrees 80'00"W. There is a major oil pipeline within 15 km of the western side of VMM-17.
The VMM-17 license is highly prospective for the discovery of oil even though the first wells drilled were dry. By "highly prospective" it is meant that there are four closed structures with two having documented down dip oil indications and, the POS as set out in "The Prospective Resources of VMM-17" table below is as high as 37%. This POS for an exploration project is considered by Apex to be high in their experience. The structures on VMM-17 are defined by 2D seismic data acquired from Colombia government sources. The data was interpreted in 2010, and 5 prospects were defined. Four wells have been drilled on the VMM-17 license but only one Lumbi -1 is optimally located. A large portion of the Licence remains underexplored, having no seismic coverage whatsoever. The data used by Apex included original data provided by MSSA and other independent sources referenced in the bibliography and, was considered of good enough quality to make Resource estimates. Where data was insufficient such as at Lumbi - 1 no Resource values are given by Apex.
The Prospective Resources are postulated for the VMM-17 license based upon reasonable assumptions for exploration risk and reserve estimates based upon data from offsetting wells and production. The Magdalena Basin has had a long history of oil and natural gas production dating back to the 1950's. Based upon the Prospective Resources calculated to be present, the fields if found, could be commercially exploited. The Prospective Resources are from what is today termed 'conventional' oil and gas reservoirs in sandstones with high porosity and permeability that can be completed with simple completion techniques as opposed to 'unconventional' oil or gas shale or coal bed methane with low permeability requiring extensive application of fracturing technology to be commercially viable.
The license VMM-17 has excellent potential for the discovery of heavy oil in four different horizons and three structures containing substantial sand reservoir volume and documented down dip oil shows in Yaguali-1 and Mendez- 1. There is a Contingent Resource in Mendez-1 based upon three drill stem tests over apparent oil pay zones as delineated by wireline well logs. Economic analysis shows that the Mendez-1 Contingent Resource is commercial if higher flow rates are achieved by better completions than were tried in 1958 when the well was drilled. Commercial flow rates are anticipated in the event of new oil discoveries on the VMM-17 License. The anticipated flow rates from the Risked Prospective Resources lead to a favourable economic evaluation under the current fiscal regime within Colombia. The 20% net discounted value after return of investment is US $199 million (see above table). There is no certainty that any portion of the Risked Prospective Resources will be discovered also, there is no certainty that once discovered the Prospective Resource will be commercially viable. In addition there is no certainty the discovered Contingent Resources in Mendez-1 will be commercially viable to produce any portion of those resources. The Technical Report has been prepared and filed with the authorities as supporting documentation for the proposed Transaction.
Concurrently with the completion of the Transaction, the resulting issuer Perisson shall have completed a non-brokered private placement for aggregate subscriptions of a minimum of $3,000,000 and a maximum of $7,000,000 (the "Private Placement"). In consideration of said minimum and maximum amounts in received subscriptions, the resulting issuer will issue a minimum of 7,500,000 Common Shares (post-consolidation) and a maximum of 17,500,000 Common Shares (post-consolidation) at a deemed price of $0.40 per Common Share. Each Common Share issued will be subject to a mandatory holding period of four (4) months and one (1) day from the issuance of the Common Share. The resulting issuer shall pay a commission of ten percent (10%) of the gross proceeds, if any, of the Private Placement. The Corporation will use the proceeds of the Private Placement to fund its working capital and to continue its exploration activities on the Properties. For more details, please refer to the Information Circular
PRO FORMA CAPITALIZATION
Once the Transaction, the Private Placement and the Consolidation are completed, a maximum aggregate of 112,772,274 Common Shares (post-consolidation) shall be issued and outstanding. The current shareholders shall hold an aggregate of 3,773,941 Common Shares (following the consolidation of 26,417,592 Common Shares and assuming the conversion of the 8,877,592 preferred shares (pre-consolidation) issued and outstanding in the capital stock). The consideration paid for the Properties will represent an aggregate of 87,333,333 Common Shares (post-consolidation) (77.44% of the issued and outstanding Common Shares). A Finder's Fee shall be payable through the issuance of 4,165,000 Common Shares (post-consolidation) (3.69% of the issued and outstanding Common shares). The investors subscribing under the Private Placement shall own a maximum of 17,500,000 Common Shares (15.52% of the issued and outstanding Common Shares). There is no stock option currently issued and outstanding under the stock option plan of the Corporation.
BOARD OF DIRECTORS AND SENIOR MANAGEMENT OF THE RESULTING ISSUER PERISSON
The Corporation is pleased to announce the appointment of new members on the Board of Directors, to be composed of seven (7) directors, and in the Management team. All of the current directors and officers of the Corporation will cease their functions, except Mr. Marc Roberge who will remain director and Dominique St-Louis who will remain Chief Financial Officer with the resulting issuer Perisson. These changes will be effective upon closing of the Transaction.
-- Chien-Yeh (Gary) Chen will join the Board of Directors and will become
Chairman of the Board of Directors and CEO;
-- Michael Curtis will join the Board of Directors and will become
-- Robert Desjardins will join the Board of Directors;
-- Xi Manhong will join the Board of Directors and will become General
-- Jinbao Liu will join the Board of Directors; and
-- Serge Racine will join the Board of Directors;
Mr. Michael Curtis, President and Director of the Resulting Issuer: Michael Curtis is President and Chief Executive Officer of Opal Energy Corp. since September 2008, an independent exploration and production company of British-Columbia focused on developing natural gas resources. He is also President and Chief Executive Officer of Nevado Resources Corporation since January 2011. Mr. Curtis has over 35 years of experience in the Canadian financial industry in the areas of trading, research, corporate finance and the management of public companies. In 1998, he founded Cardwell Capital Inc., of which he is President and Director since that time, which is a private investment and trading corporation that invests in small and mid-capitalization public companies trading in North American markets. He was also a Director of Argex Silver Capital (October 2009 to February 2011), MD Multimedia Inc., VVC Exploration Corporation, AAER Inc., Holding Cle d'Or Inc. (October 2005 to July 2007) and Zunpintra Corporation Inc. He has been President, Chief Executive Officer and Director of Roadrunner Oil and Gas Inc. (December 1992 to December 2009) and of Pershimco Resources Inc. (August 2007 to February 2008), a Canadian-based resource exploration corporation trading on the TSX Venture Exchange. Mr. Curtis is curently a Director of Quinto Real Capital Corporation since January 2010, Kokanee Minerals Inc. since March 2012, TomaGold Corporation since December 2012, Nevado Resources Corporation since June 2011, St-George Platinum and Base Metals Ltd. (March 2010 to October 2010), Cellstop Systems Inc. since March 2010 and Opal Gold Mines Inc. since September 2008. Mr. Curtis attended the Concordia University obtaining a degree in commerce in 1979.
Mr. Chien-Yeh (Gary) Chen, Chief Executive Officer, Chairman of the Board of the Resulting Issuer: Mr. Gary Chen has been Executive Vice President of Morichal Sinoco since February 2011 and of Igual. Mr. Chen served as Vice President, Business Development of Noveko International. Before joining Noveko, he was President and founder of Unitam International Management Corporation Inc. Since Unitam's inception in 1998, Mr. Chen has worked with clients in the construction, energy, life sciences and technology sectors to establish sales and distribution activities, joint-venture partnerships and OEM manufacturing operations throughout Asia.
Mr. Dominique St-Louis, Chief Financial Officer of the Resulting Issuer: Dominique St-Louis holds a bachelor in business administration from Ecole des Hautes Etudes Commerciales (HEC) and began his career as a chartered accountant at Mallette-Maheu where for ten (10) years, he developed extensive expertise in finance and business. He later worked as executive producer in different Quebec companies to find funding and/or create productions both on the local scene and internationally. He currently performs his duties in Sajy Communication.
Mr. Serge Racine, Director and Secretary of the Resulting Issuer: Mr. Serge M. Racine graduated in Civil and Common Law from the University of Ottawa in 1986 and 1987 respectively. Member of the Quebec Bar since 1988, he also holds a Master degree in Taxation from the Universite de Sherbrooke which he completed in 1992. He is a partner at the law firm Seguin Racine, Attorneys and is jointly responsible for the taxation sector. Mr. Racine's practice involves representing the interests of business leaders, both in the context of tax planning and representations before the courts or administrative bodies.
Mr. Robert Desjardins, Director of the Resulting Issuer: Mr. Desjardins holds a Bachelor of Commerce from the Ecole des Hautes Etudes Commerciales (HEC) and is a member of the Corporation des Administrateurs Agrees du Quebec. He has been President of Robert G. Desjardins & Associates Inc., a firm specializing in corporate finance and the development of financial products, since 1989. Since 2001, Mr. Desjardins is a director of Strateco Resources Inc. and a member of its Audit Committee. Mr. Desjardins is currently a director of a mining exploration company, TomaGold Corporation, and has also been director of a capital pool corporation, San Anton Capital Inc. (Edleun Group, Inc. since its transaction in May 2010) from April 2007 to May 2010.
Mr. Jinbao Liu, Director of the Resulting Issuer: Jinbao Liu holds a bachelor degree from the Department of Geophysical Exploration at the ChangChun Geological University of China, and a Master of Business Administration from Preston University, in Wyoming, USA. Mr. Liu has worked for BGP Corporation for over twenty years and has been Vice President of BGP International since April 2003. Among other achievements, Mr. Liu participated in developing SAAS software for seismic explorations parameters design/analysis. He also established the BGP Pakistan and BGP Kazakhstan management projects, running the projects successfully in both countries as General Manager. Mr. Liu participated in the set up of BGP's cash management system for Shell in Nigeria and successfully managed both the Peru Project in the mountains/rainforest area, as well as the largest Oil & Gas exploration project for Pemex in the North of Mexico.
Mrs. Manhong Xi, Director and General Manager of the Resulting Issuer: Mrs. Manhong Xi has been Director, President and Chief Financial Officer of Morichal Sinoco since June 2009 and of Igual. Previously, she was working as an engineer for China Petroleum and Gas Exploration and Development Company of CNPC from October 2004 to May 2009 and for the Planning and Design Institute of Qinghai Oilfield from September 1980 to September 2004. Mrs. Manhong Xi is an engineer who has graduated from the Xian College of Mine.
Mr. Marc Roberge, Director: Mr. Marc Roberge is the President and Chief Executive Officer of Groupe Sajy Inc., a private company in Quebec, since August 1984. His is also the President and Chief Executive Officer of CompagnondeRoute.ca, a company in the field of multimedia and electronic commerce, since its inception in July of 2000. CompagnondeRoute.ca had performed a reverse takeover with Transcend Capital Corporation on April 19, 2002.
Completion of the Transaction and the Consolidation are subject to a number of conditions. The Transaction and the Consolidation 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 Information Circular to be prepared in connection with the Transaction, the Private Placement and the Consolidation, 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 the Corporation should be considered highly speculative.
The TSX Venture Exchange Inc. nor the Canadian National Stock Exchange have in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
FOR FURTHER INFORMATION PLEASE CONTACT:
For Road New Media Corporation:
President and Chief Executive Officer
For Igual Holdings Corp.:
Chien-Yeh (Gary) Chen