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PUP Petro Uno Resources Ltd

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Share Name Share Symbol Market Type
Petro Uno Resources Ltd TSXV:PUP TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Petro Uno Resources Ltd. Announces Proposed Business Combination with Renegade Petroleum Ltd.

16/02/2011 12:40pm

Marketwired Canada


THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR TO ANY UNITED
STATES NEWS SERVICES. 


Petro Uno Resources Ltd. ("Petro Uno" or the "Company") (TSX VENTURE:PUP) is
pleased to announce that it has entered into an arrangement agreement (the
"Arrangement Agreement") dated February 15, 2011 with Renegade Petroleum Ltd.
("Renegade") (TSX VENTURE:RPL) to complete a business combination (the
"Transaction") pursuant to which Renegade will acquire all of the outstanding
shares of Petro Uno.


Pursuant to the terms of the Arrangement Agreement, Petro Uno shareholders will
receive 0.2 common shares of Renegade for each common share of Petro Uno held
("Petro Uno Shares"). The Transaction requires approval by the Petro Uno
shareholders at a special shareholders meeting expected to be held in April
2011. All directors and officers of Petro Uno have agreed to vote in favour of
the Transaction. Subject to receipt of shareholder, court and regulatory
approval, the Transaction is expected to close in late April 2011. Pursuant to
the terms of the Arrangement Agreement, each of Petro Uno and Renegade have
agreed to pay to the other party a termination fee not to exceed $1,750,000
under certain circumstances. 


Due to certain overlapping directorships on the board of directors of both
Renegade and Petro Uno, both companies formed special committees of independent
directors to review the transaction and the members of the boards of directors
of both Renegade and Petro Uno that are eligible to vote have unanimously
approved the Arrangement and concluded that the Arrangement is in the best
interests of their respective companies and their respective shareholders. Petro
Uno received a verbal opinion from Macquarie Capital Markets Canada Ltd. that
the consideration to be received by Petro Uno shareholders pursuant to the
Transaction is fair from a financial point of view.


Complete details of the Plan of Arrangement will be included in the Information
Circular expected to be mailed to all Petro Uno shareholders before the end of
March 2011. 


FINANCIAL ADVISORS 

Macquarie Capital Markets Canada Ltd. acted as financial advisor to Petro Uno
with respect to the Transaction. 


GMP Securities L.P. acted as financial advisor to Renegade with respect to the
Transaction. Canaccord Genuity Corp. and FirstEnergy Capital Corp. acted as
strategic advisors to Renegade.


FORWARD-LOOKING STATEMENTS 

This press release contains forward-looking statements. More particularly, this
press release contains forward-looking statements related to the Transaction. 


Although Petro Uno believes that the expectations and assumptions on which the
forward-looking statements are based are reasonable, undue reliance should not
be placed on the forward-looking statements because Petro Uno can give no
assurance that they will prove to be correct. Since forward-looking statements
address future events and conditions, by their very nature they involve inherent
risks and uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. These include, but
are not limited to, the failure to obtain necessary regulatory approvals, risks
associated with the oil and gas industry in general (e.g., operational risks in
development, exploration and production; delays or changes in plans with respect
to exploration or development projects or capital expenditures; the uncertainty
of reserve estimates; the uncertainty of estimates and projections relating to
production, costs and expenses; health, safety and environmental risks;
commodity price and exchange rate fluctuations; and uncertainties resulting from
potential delays or changes in plans with respect to exploration or development
projects or capital expenditures) and the failure to complete the Transaction or
to realize the expected benefits of the Transaction. 


The forward-looking statements contained in this document are made as of the
date hereof and Petro Uno undertakes no obligation to update publicly or revise
any forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by applicable
securities laws. 


This press 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.


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