CALGARY, ALBERTA--(Marketwire - April 2, 2012) -
THIS NEWS RELEASE IS NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES, TO UNITED STATES NEWS WIRE SERVICES OR TO UNITED STATES PERSONS
Twoco Petroleums Ltd. ("Twoco" or the "Company") (TSX VENTURE:TWO) announces that it has issued 323,846 common shares in the capital of the Company ("Common Shares") at a deemed price of $0.2071 per Common Share pursuant to the Company's option to pay interest accrued on its $3.4 million principal amount of redeemable, convertible, unsecured 8% debentures ("2011 Convertible Debentures") in Common Shares. The 2011 Convertible Debentures bear interest at the rate of 8% per annum, payable commencing June 30, 2011 and quarterly thereafter and will mature on December 31, 2012 (the "Maturity Date"). The Company has the option to pay interest accrued on the 2011 Convertible Debentures in Common Shares at a deemed price per Common Share based on the 20 day weighted average market price of the Common Shares at the time payment of such interest becomes due. The 2011 Convertible Debentures will be convertible into Common Shares at the holder's option at any time prior to the Maturity Date at a conversion price equal to $0.324 per share. The Company will have the ability to redeem the Convertible Debentures in certain circumstances where an offer or business combination is made to acquire Common Shares. The Common Shares issued as payment for the interest accrued as of March 31, 2012 on the 2011 Convertible Debentures have a hold period expiring July 31, 2012.
Twoco is an oil and gas company engaged in the exploration for, and the acquisition, development and production of, oil and natural gas reserves primarily in the Province of Alberta. Twoco has 72,491,140 Common Shares issued and outstanding as at today's date.
Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"). By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Twoco's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, operational risks in exploration and development, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and the ability to access sufficient capital from internal and external sources. Although Twoco believes that the expectations in our forward-looking statements are reasonable, our forward-looking statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. The risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in our Annual Information Form and other documents available at www.sedar.com. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, Twoco does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act ")), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws.