Monday, 09 February 2015 09:34 PM
Calgary, AB / ACCESSWIRE / February 9, 2015 / Palliser Oil & Gas Corporation ("Palliser") (TSX VENTURE: PXL) announces that, after careful consideration of all available alternatives, the Board of Directors of Palliser has determined that it is in the best interests of Palliser and all of its stakeholders to seek creditor protection under the Companies' Creditors Arrangement Act (Canada) (the "CCAA") and will make an application to the Court of Queen's Bench of Alberta (the "Court") on February 12, 2015 to seek such protection.
Palliser received a "Notice of Intention to Enforce Security" from its banker, National Bank of Canada (the "Bank"), on January 27, 2015, with demand that the full amount of Palliser's indebtedness outstanding as at January 27, 2015 of approximately $40,000,000 be repaid by the close of business on February 6, 2015.
Palliser was not and is not in a position to meet the demands of the Bank. On February 9, 2015 the Bank provided Palliser with an application to appoint FTI Consulting Canada Inc. as a receiver and manager of the assets, undertakings and property of Palliser. This application is also scheduled for February 12, 2015. It is the understanding of Palliser that the Bank will seek to oppose Palliser's CCAA application.
Management and the directors of Palliser have been in active discussions with interested third parties and continue to pursue a number of potential restructuring transactions to preserve and maintain value for all stakeholders. CCAA protection stays creditors and others from enforcing rights against Palliser and enables Palliser to continue attempting to restructure its financial affairs and continue operations. To that end, Palliser has a commitment from Invico Diversified Income Limited Partnership ("Invico"), whereby, subject to the approval of the Court, Invico will provide $1,250,000 in interim debtor-in-possession financing to Palliser.
Paradigm Capital Inc. will continue to be engaged as Palliser's financial advisor with respect to the strategic alternatives and capital restructuring process.
While CCAA protection, if granted, will allow Palliser to continue to attempt to restructure its financial affairs, the value of what will be left for shareholders is uncertain and will depend upon the terms of the proposed restructuring plan approved by the creditors and the Court.
A material change report which was previously filed on a confidential basis with securities regulators will be filed on SEDAR. Palliser will issue a further press release on or before February 12, 2015 which will provide an update.
Further Information
For further information please contact:
----------------------------- |Kevin J. Gibson | | | |---------------------------| |President&CEO | | | |---------------------------| |[email protected]| | | |---------------------------| |(403) 209-5717 | | | |---------------------------| | | | | -----------------------------
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", "will" 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, CCAA filings and the terms of any potential restructuring transaction between Palliser and one or more third parties, or timing or completion of any such transactions and matters related or incidental thereto. No assurance can be given that any transactions will be agreed to between Palliser and one or more third parties, 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 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.
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SOURCE: Palliser Oil & Gas Corporation