PetroLatina announced that, following the statement made on 25 April 2008, final terms and conditions have now been agreed with Tribeca Oil and Gas, Inc. (TOGI), a portfolio investment company of Tribecapital Partners S.A. (Tribeca), a Colombian Private Equity Firm, to invest up to US$25 million in the Company.
TOGI has invested US$10 million in the Company by way of convertible secured loan notes. The Notes are convertible at TOGI's option into 5,890,080 new ordinary shares of US$0.50 each (Ordinary Shares), at a conversion price of £0.86 per Ordinary Share. In the event the Notes are not converted into Ordinary Shares, the Notes carry an interest rate of 15% per annum.
Subject to the satisfaction of a number of conditions precedent, including completion of Tribeca's legal and technical due diligence, TOGI will invest a further US$15 million by way of a subscription for 8,835,120 Ordinary Shares. Upon completion of the Subscription, all of the Notes will automatically convert into 5,890,080 Ordinary Shares, and any related security will be released. As part consideration for the Subscription, TOGI will also receive a further 1,875,260 warrants which are automatically exercisable for no additional consideration into 1,875,260 Ordinary Shares if and to the extent that any exercise of the Company's existing outstanding warrants occurs. In the event that TOGI does not complete the Subscription, TOGI and the Company have the right to redeem all of the Notes. In the event that TOGI seeks such a redemption the Company would need to obtain alternative financing to satisfy such redemption. Further announcements regarding the Subscription will be made in due course as appropriate.
Following completion of the Subscription, TOGI will hold Ordinary Shares representing, in aggregate, a 35 % interest in the Company. The transaction represents an investment by TOGI at a price of £0.76 per share on a fully diluted basis, or £0.86 per share on an issued share capital basis.
Luc Gerard, President of Tribeca, has been invited to join the Company's board as a Non-executive Director, and his appointment is expected to be confirmed shortly. It is expected that upon completion of the Subscription, a second Tribeca nominee will also join the PetroLatina board as a further Non-executive Director.
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