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Petro River Announces Filing of Annual Disclosure and Material Impairment on Missouri Assets
By: Marketwired .
Nov. 5, 2012 11:56 AM
HOUSTON, TEXAS -- (Marketwire) -- 11/05/12 -- Petro River Oil Corp., (the "Company" or "Petro River"), (PINKSHEETS:GRAVF) announces that it has filed its annual audited financial statements, annual management's discussion and analysis, and certification of its annual filings for the year ended April 30, 2012 (the "Annual Disclosure"), its annual information form for the year ended April 30, 2012 (the "AIF") and its Form 51-101F1 Statement of Reserves and Other Oil and Gas Information.
Petro River became subject to cease trade orders issued by the Alberta Securities Commission and the British Columbia Securities Commission on August 31, 2012 and September 10, 2012, respectively (the "Orders") for failing to file its Annual Disclosure and AIF within the time frame permitted under applicable Canadian securities law. The Company was unable to complete the preparation and filing of its Annual Disclosure and AIF as a result of the resignation of its previous auditor on June 26, 2012 and an unexpected delay in appointing a successor auditor until August 10, 2012. As of the date of this release the Orders have not been revoked and no assurances can be given as to when or if they will be revoked. Until the Orders are revoked the Company's ability to raise capital is significantly restricted.
While finalizing the Annual Disclosure, management of Petro River determined that after analyzing the current capitalization of the Company and the capital needs of each of its oil and gas projects, in view of its inability to raise the necessary capital to commercialize its assets, it would be necessary to record an impairment on the value of the Missouri properties of US $15,218,209, resulting in a remaining book value of US $950,000 (representing its estimate of salvage value for its Missouri assets in accordance with US Generally Accepted Accounting Principles). In light of the above noted impairment, and if sufficient financing is not arranged and dedicated by the board of directors to restarting operations on the Missouri property by April 30, 2013, a significant or total downward revision of the Company's reserves may be recorded for the year ending April 30, 2013.
As previously announced on June 27, 2012, the Company has entered into a nonbinding letter of intent with Petro River Oil, LLC, a privately held Delaware limited liability company ("Petro LLC") that would result in Petro River acquiring Petro LLC in exchange for the issuance of common shares of Petro River (the "Merger Transaction"). The letter of intent also contemplates a board of directors consisting of 5 members, 4 of whom will be nominated by Petro LLC. On September 7, 2012 at a meeting of shareholders of Petro River, shareholders approved several corporate actions to set the stage for the merger, including continuing the Company to the State of Delaware and the election of the new board of directors. Currently, it is intended that, should the Company complete the Merger Transaction, current common shareholders of Petro River will own approximately 2% of the issued and outstanding shares of the Company, holders of preferred shares and notes will hold approximately 18% of the issued and outstanding shares of the Company and holders of shares and notes of Petro LLC will hold approximately 80% of the issued and outstanding shares of Petro River.
On behalf of the Board of Directors
Jeffrey Freedman, Interim CEO and CFO
Petro River Oil Corp.
This news release contains forward-looking statements relating to the downward revisions of reserves and other statements that are not historical facts. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward looking statements. These assumptions, risks and uncertainties include, among other things: that the necessary funding to re-start production is obtained; that production is re-started, that the Merger Transaction is completed and the impairment is no longer applied to the Missouri property, state of the economy in general and capital markets in particular, investor interest in the business and future prospects of Petro River.
The forward-looking statements contained in this news release are made as of the date of this news release. Petro River disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Additionally, Petro River undertakes no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.
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