TORONTO, ONTARIO--(Marketwired - Jan. 14, 2016) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
PhosCan Chemical Corp. (TSX:FOS) ("PhosCan") is pleased to announce that Petrus Resources Ltd. ("Petrus") has notified PhosCan that Petrus Acquisition Corp. ("New Petrus") has completed its previously announced bought deal financing of 16,217,000 subscription receipts ("Subscription Receipts") at an issue price of $1.85 per Subscription Receipt (the "Petrus Private Placement") for aggregate gross proceeds of approximately $30 million. Completion of the Petrus Private Placement is one of the conditions precedent to the completion of the plan of arrangement among PhosCan, Petrus, New Petrus and Fox River Resources Corp., as announced in PhosCan's news release dated November 30, 2015 and described in detail in PhosCan's Management Information Circular dated December 17, 2015.
The gross proceeds from the Petrus Private Placement will be held in escrow pending the receipt by the escrow agent of a notice from Petrus and New Petrus, acknowledged by the co-lead underwriters of the Petrus Private Placement, that all conditions precedent set forth in the arrangement agreement dated November 29, 2015, as amended on December 15, 2015 (the "Arrangement Agreement"), among Petrus, New Petrus, PhosCan and Fox River Resources Corp. have been satisfied or waived. If such notice is received on or before 5:00 p.m. (Calgary time) on February 16, 2016 (the "Transaction Deadline"), the proceeds from the Private Placement and any interest thereon will be released to New Petrus and each Subscription Receipt will entitle the holder thereof to 0.25 of a common share in the capital of New Petrus (the "New Petrus Shares") without further payment or action on the part of the holder.
PhosCan is also pleased to announce that New Petrus (to be renamed "Petrus Resources Ltd." pursuant to the Arrangement) has received conditional approval for the listing of the New Petrus Shares on the Toronto Stock Exchange ("TSX") under the symbol "PRQ" subsequent to the completion of the Arrangement. Such listing is subject to compliance with the requirements of the TSX.
Cautionary Note Regarding Forward-Looking Statements
Certain information contained in this news release, including any information relating to the Arrangement Agreement and completion of the Arrangement involving PhosCan and Petrus and the Petrus Private Placement and any other statements regarding PhosCan' and Petrus' future expectations, beliefs, goals or prospects, constitute forward-looking information within the meaning of applicable securities legislation (collectively, "forward-looking statements"). All statements in this news release that are not statements of historical fact (including statements containing the words "expects", "does not expect", "plans", "anticipates", "does not anticipate", "believes", "intends", "estimates", "estimates", "projects", "potential", "scheduled", "forecast", "budget" and similar expressions) should be considered forward-looking statements. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond PhosCan's and Petrus' ability to control or predict. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the parties' ability to complete the Arrangement, including the receipt of shareholder approvals, court approval or the regulatory approvals required for the Arrangement may not be obtained on the terms expected or on the anticipated schedule; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the Arrangement; the volatility of the international marketplace; and other risk factors as described in PhosCan's most recent annual information form and annual and quarterly financial reports and as described in Petrus' publicly available information.
PhosCan assumes no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in PhosCan's filings with the various provincial securities commissions which are available online at www.sedar.com . Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the managements of PhosCan and Petrus relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.
