/NOT FOR DISTRIBUTION IN THE UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
CALGARY,
Oct. 31, 2014 /CNW/ - Palliser
Oil & Gas Corporation ("Palliser" or the
"Company") (TSX VENTURE: PXL) announces that the proposed
amalgamation of the Company and Maha Energy Inc. ("Maha")
pursuant to an amalgamation agreement between the Company and Maha
dated July 30, 2014 (the "Amalgamation Agreement"), as
described in the Company's press release of July 30, 2014,
will be modified and delayed.
In particular, the proposed bond financing by
Maha will not be advanced at present. Negotiations are
underway amongst Maha, Palliser and Palliser's lender to modify and
extend the terms of the existing credit facilities in order to
complete the proposed amalgamation. Maha is also reviewing
the opportunities for equity financing and looking to advance a
private placement share issuance along the lines proposed in the
Amalgamation Agreement as a condition of closing.
In order to permit Maha, Palliser and Palliser's
lender to continue negotiations relative to the terms of a
potential amended credit facility, the outside date for the
transaction under the Amalgamation Agreement has been extended to
November 28, 2014 and the terms of the forbearance agreement
between Palliser and its lender have been extended for a period of
one week, to November 7, 2014.
If Maha, Palliser and Palliser's lender are able to come to
terms, it is expected that additional time will be necessary to
satisfy any conditions related to the amended credit facility,
including closing of the requisite equity financing, and the
amalgamation would be scheduled to be completed in the last half of
November, 2014.
About Palliser
Palliser is a Calgary-based junior oil and gas company
focused on high netback heavy oil production in the greater
Lloydminster area of Alberta and Saskatchewan.
Disclaimers
Forward Looking Statements
Certain information included in this press
release constitutes forward-looking information under applicable
securities legislation. Forward-looking information typically
contains statements with words such as "anticipate", "believe",
"expect", "plan", "intend", "estimate", "propose", "project" or
similar words suggesting future outcomes or statements regarding an
outlook. Forward-looking information in this press release may
include, but is not limited to, the terms of a transaction between
Maha, Palliser and Palliser's lender, timing for completion of the
amalgamation of Palliser and Maha and matters related or incidental
thereto, and the plans of Palliser and Maha. No assurance can be
given that a modified transaction will be agreed to between
Palliser and Maha, or if agreed, be acceptable to those from whom
consent or approval will be necessary. Forward-looking
information is based on a number of factors and assumptions which
have been used to develop such information but which may prove to
be incorrect. Although Palliser believes that the expectations
reflected in its forward-looking information are reasonable, undue
reliance should not be placed on forward-looking information
because Palliser can give no assurance that such expectations will
prove to be correct. In addition to other factors and assumptions
which may be identified in this press release, assumptions have
been made regarding and are implicit in, among other things, the
availability of requisite financing, receipt of third party
consents or approvals, timely receipt of any required regulatory
approvals and shareholder approvals, if any. Readers are cautioned
that the foregoing list is not exhaustive of all factors and
assumptions which have been used.
Forward-looking information is based on current
expectations, estimates and projections that involve a number of
risks and uncertainties which could cause actual results to differ
materially from those anticipated by Maha and Palliser and
described in the forward-looking information. The forward-looking
information contained in this press release is made as of the date
hereof and Palliser undertakes no obligation to update publicly or
revise any forward-looking information, whether as a result of new
information, future events or otherwise, unless required by
applicable securities laws. The forward-looking information
contained in this press release is expressly qualified by this
cautionary statement.
United States Matters
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy securities in
the United States, nor shall there
be any sale of the securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful. The New Maha Shares
to be offered have not been, and will not be, registered under the
U.S. Securities Act of 1933, as amended and may not be offered or
sold in the United States or to a
U.S. person absent registration or an applicable exemption from the
registration requirements.
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 RELEASE.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION
TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH
THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES
LAWS.
SOURCE Palliser Oil & Gas Corporation