(The Sacramento Bee) September 10, 2012 – IFC, a member of the World Bank Group, and the IFC African, Latin American, and Caribbean Fund (IFC ALAC Fund), have agreed to make a $27 million equity investment in PetroNova, Inc, to support the expansion of the company’s oil and gas exploration program in Colombia. Increased oil and gas exploration and production helps Colombia increase its energy supplies, boost exports, and increase government revenues.
IFC will invest $15 million. The IFC ALAC Fund, a private equity fund managed by IFC Asset Management Company, will invest $12 million. The equity financing package will be used by PetroNova to fund its drilling program in the Llanos and the Caguan-Putumayo basins.
“IFC’s investment will support PetroNova’s active exploration drilling program,” said Mr. Antonio Vincentelli, PetroNova’s President and CEO. “We are looking forward to working with the IFC and applying the valuable global knowledge and experience they can provide as we progress our drilling program.”
In addition to providing financing, IFC has been advising PetroNova on environmental and social standards. IFC is also exploring how the company can participate in IFC’s ongoing advisory work to enhance the use of oil revenues by local municipalities in Colombia.
“We believe PetroNova has the leadership and capacity to help develop Colombia’s domestic oil and gas resources—key economic-growth sectors in the country,” said Lance Crist, IFC’s Global Head for Oil and Gas. “This investment aligns with our strategy to support growing junior oil and gas companies in Latin America as they work to unlock significant national and local economic opportunities in the region.”
Sujoy Bose, Chief Investment Officer and Head of the IFC ALAC Fund, added: “The investment provides the IFC ALAC Fund a unique opportunity to support PetroNova’s exploration activity in Colombia and offers significant growth potential for investors. We look forward to working with the business to further its development.”
In Colombia, IFC focuses on supporting sectors that are essential to social and economic development, including natural resources industries, infrastructure, health, education, agribusiness, and public-private partnerships to build ports, roads, and airports. IFC assists leading Colombian companies in modernizing and expanding their businesses. IFC also promotes access to finance for micro, small, and medium enterprises, and works on improving the investment climate by simplifying regulations and royalty management. www.ifc.org/lac.
IFC, a member of the World Bank Group, is the largest global development institution focused exclusively on the private sector. We help developing countries achieve sustainable growth by financing investment, mobilizing capital in international financial markets, and providing advisory services to businesses and governments. In FY12, our investments reached an all-time high of more than $20 billion, leveraging the power of the private sector to create jobs, spark innovation, and tackle the world’s most pressing development challenges. www.ifc.org.
About IFC Asset Management Company
IFC Asset Management Company, a wholly owned subsidiary of IFC, invests third-party capital, enabling outside investors to benefit from IFC’s expertise in achieving strong equity returns, as well as positive development impact in the countries in which it invests. It manages over $4 billion of capital across four investment funds.
About the IFC African, Latin American, and Caribbean Fund
The IFC ALAC Fund is a $1 billion investment fund that invests alongside IFC in equity investments in Sub-Saharan Africa, Latin America, and the Caribbean. It provides long-term growth capital for private enterprises in these regions.
PetroNova, through its subsidiaries, is engaged in the exploration for, and the acquisition and development of, oil and natural gas resources in South America, specifically in Colombia. The Company’s assets currently include the Company’s interests in the PUT-2 and Tinigua Blocks located in the Caguan-Putumayo Basin in Colombia, both of which are operated by the Company, and the non-operated CPO-06,CPO-07 and CPO-13 Blocks located in the Llanos Basin in Colombia.
Legal Disclosure about IFC and the IFC ALAC Fund’s Investment
The investment of approximately CAD$27 million in PetroNova will result in IFC acquiring 23,076,923 units issued by PetroNova and the IFC ALAC Fund acquiring 18,461,538 units. PetroNova is expected to issue up to 4,615,385 units to additional investors, which may include members of PetroNova’s management and board of directors and other investors, on substantially the same terms as IFC and the IFC ALAC Fund’s investment.
Each unit is composed of one common share, one-half (1/2) of a Warrant A, one-half (1/2) of a Warrant B and CAD$0.0975 of face value of unsecured, non-interest bearing convertible notes (the “Notes“). Each whole Warrant A entitles the holder to purchase one common share of PetroNova at an exercise price of CAD$1.25 per common share for a period, subject to acceleration in accordance with its terms, of three years from the date of issuance. Each whole Warrant B entitles the holder to purchase one common share of PetroNova at an exercise price of CAD$1.25 per common share for a period of three years from the date of issuance. The Notes are payable by way of common shares of PetroNova (or, in accordance with its terms, cash) on August 15, 2013.
The issue price per unit is CAD$0.65. It is expected that upon completion of the offering of units to IFC, the IFC ALAC Fund and the additional investors there will be 211,455,148 common shares of PetroNova outstanding. Immediately upon the closing of these subscriptions, it is expected that IFC will have ownership and control over approximately 10.9 percent of PetroNova’s outstanding common shares and approximately 19.7 percent of PetroNova’s outstanding common shares assuming the exercise of all of IFC’s warrants acquired under this private placement. Additionally, immediately upon the closing of these subscriptions, it is expected that the IFC ALAC Fund will have ownership and control over approximately 8.7 percent of PetroNova’s outstanding common shares and approximately 16.1 percent of PetroNova’s outstanding common shares assuming the exercise of all of the IFC ALAC Fund’s warrants acquired under this private placement. These percents do not include the payment of the Notes by way of common shares on maturity (calculated by dividing the face value of the Notes by the 20 day volume weighted average price of the common shares on the TSX Venture Exchange).
IFC is an international organization established by Articles of Agreement among its member countries, including Canada, and as such, enjoys certain immunities, privileges and exemptions, including the freedom of all of its property and assets from restrictions, regulations, controls and moratoria of any nature. The voluntary provision by IFC of this news release does not in any way constitute or imply a waiver, termination or modification by IFC of any privilege, immunity or exemption of IFC granted in the Articles of Agreement establishing IFC, international conventions, or applicable law.
In addition, the IFC ALAC Fund will acquire one series A preferred share in the capital of PetroNova. As holder of the Series A preferred share, the IFC ALAC Fund will have the right to nominate and elect one director to PetroNova’s board of director. There are currently no other series A preferred shares outstanding.
The offering has been conditionally approved by the TSX Venture Exchange and is expected to close on or about September 28, 2012, following the satisfaction or waiver of all the closing conditions. IFC and the IFC ALAC Fund are each acquiring the units for investment purposes as described above. IFC and/or the IFC ALAC Fund may, in the future, take such actions in respect of their holdings as they deem appropriate in light of the circumstances then existing. Under the subscription agreements entered into between IFC and PetroNova and the IFC ALAC Fund and PetroNova, each of IFC and the IFC ALAC Fund will be granted certain pre-emptive rights.