Sterling Resources and PetroTal complete reverse takeover

On November 9, 2017, Sterling Resources Ltd. ("Sterling") and PetroTal Ltd. ("PetroTal") announced that they entered into an arrangement agreement whereby Sterling and PetroTal will complete a business combination by way of a statutory plan of arrangement under the Alberta Business Corporations Act, resulting in the amalgamation of Sterling and PetroTal under the name Sterling Resources Ltd.

In connection with the business combination, PetroTal announced a best efforts agency financing with syndicate of investment dealers co-led by Eight Capital and Pareto Securities AS and including PillarFour Securities Inc., for a brokered private placement offering of 34,000,000 subscription receipts at a price of US$1.00 per receipt for aggregate gross proceeds of US$34 million.

The net proceeds of the financing, which closed on December 12, 2017, will be used to fund PetroTal's development program following completion of the business combination and for general corporate purposes.
On December 18, 2017, Sterling and PetroTal announced the completion of the reverse takeover. Pursuant to the arrangement, each common share of PetroTal was exchanged for 5.35 common shares of Sterling resulting in the issuance of an aggregate of 203,300,005 Sterling shares. As part of the arrangement, Sterling and PetroTal were amalgamated and continued as one corporation under the name "Sterling Resources Ltd." ("New Sterling").

In addition, New Sterling completed the acquisition of all the issued and outstanding common shares of Gran Tierra Energy International (Peru) Holdings B.V., an indirect wholly-owned subsidiary of Gran Tierra Energy Inc., for 187,250,000 common shares of New Sterling, at a deemed price of approximately US$0.1869 per New Sterling share, and an option to retain a 20% working interest in Block 107 following the drilling of an initial exploration well.

Following completion of these transactions, New Sterling has a total of 537,740,990 New Sterling shares issued and outstanding, as well as 23,540,000 common share purchase warrants exercisable to purchase New Sterling shares at an exercise price of approximately US$0.1869 per share. At the next annual general meeting of the holders of New Sterling shares, shareholders will be asked to approve a change of New Sterling's name to "PetroTal Corp."

Eight Capital acted as exclusive financial advisor to PetroTal in connection with the arrangement and acquisition, while PillarFour Securities acted as exclusive financial advisor to Sterling in connection with the arrangement.

PetroTal, a company incorporated under the laws of Alberta, is a private junior oil and gas exploration, development and production company formed for the purpose of acquiring, and subsequently enhancing and producing oil and gas from properties in Latin America.

Sterling is a publicly-traded company listed on the TSXV, and incorporated under the laws of Alberta.

Further information can be found on Canada Newswire's website.