|By Marketwired .||
|December 5, 2012 02:14 AM EST||
JERSEY, CHANNEL ISLANDS -- (Marketwire) -- 12/05/12 --
TSX-V: LOI Not for distribution to United States wire services or dissemination in the United States. JOINT PRESS RELEASE - FOR IMMEDIATE RELEASE LONGREACH AND APIC CONFIRM OUTCOME OF SPECIAL MEETING OF APIC SHAREHOLDERS Toronto, Ontario and Jersey, Channel Islands - 5 December 2012 - Longreach Oil & Gas Limited (TSXV: LOI) ("Longreach") and APIC Petroleum Corporation (TSXV: API) ("APIC") are pleased to announce that at the special meeting of APIC shareholders held on December 4, 2012, shareholders approved (i) APIC's $30,000,000 subscription receipt financing; (ii) the continuance of APIC to Jersey, Channel Islands (the"Continuance"); and (iii) the plan of arrangement (the "Arrangement") with Longreach. Prior to receiving shareholder approval of the Arrangement, APIC successfully effected the Continuance into Jersey, Channel Islands. A hearing to seek a final order from the Royal Court to formally sanction the Arrangement will be held on December 19, 2012 in Jersey. Assuming the final order is granted, APIC and Longreach expect to complete the Arrangement on or about December 20, 2012. CAUTIONARY STATEMENTS RE FORWARD LOOKING INFORMATION Statements in this press release contain forward-looking information within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as"contemplates", "intends", "plan", "expect", "project", "believe","anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, without limitation, statements with respect to the court hearing and granting of the court order and the expected closing date of the Arrangement. Readers are cautioned that assumptions used in the preparation of forward-looking information may prove to be incorrect. Although Longreach and APIC each believes that the expectations reflected in the forward-looking information is reasonable, there can be no assurance that such expectations will prove to be correct. Neither Longreach nor APIC can guarantee future results, level of activity, or performance of achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information. Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors (many of which are beyond the control of Longreach and APIC) that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors could cause results to differ materially from those expressed in the forward-looking information include, but are not limited to, the risks that the parties will not proceed with the Arrangement and associated transactions, that the ultimate terms of the Arrangement and associated transactions will differ from those that currently are contemplated, and that the Arrangement and associated transactions will not be successfully completed for any reason (including the failure to obtain the required court approvals or clearances from regulatory authorities). Industry related risks could include, but are not limited to: operations with foreign entities; delays or changes in plans; competition for, among other things, capital, acquisitions, skilled personnel and supplies; governmental regulation of the oil and gas industry; technical problems; the uncertainty of estimates and projections of costs and expenses; unanticipated operating events or performance which can reduce productivity; the need to obtain required approvals from regulatory authorities; stock market volatility; liabilities inherent in oil and gas operations; access to capital; and other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive. The statements in this news release are made as of the date of this release. Neither Longreach nor APIC undertakes any obligation to comment on analyses, expectations or statements made by third parties in respect of either of them, or their respective financial or operating results or (as applicable), their securities. For additional information, please contact: For Longreach Oil and Gas Limited For APIC Petroleum Corporation Bryan Benitz, Chairman & Chief Dennis A. Sharp, Chairman and Chief Executive Officer Executive Officer +44 20 3137 7756 (416) 367-0150 (416) 367-0165 (FAX) Pelham Bell Pottinger or Mark Antelme / Philip Dennis / John Clark, Chief Financial Officer Rollo Crichton-Stuart (416) 367-0150 +44 207 861 3232 (416) 367-0165 (FAX) 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 information is provided by RNS The company news service from the London Stock Exchange END
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