Shona Energy Company, Inc. Announces Dividend on Preferred Shares

    




 CALGARY, Feb. 15, 2012 /CNW/ - Shona Energy Company, Inc. (SHO-TSX.V)("Shona" or the "Company"), today announced that its board of directors has declared a  dividend-in-kind (the "Dividend") on the Company's 175,939 Series "A" Preferred Shares (the "Preferred Shares") equal to 10% of the stated par value of US$100 per Preferred Share,  to its shareholders of record as at February 1, 2012 (the "Record Date"). Each holder of the Company's Preferred Shares on the Record Date  will receive 1 Preferred Share for every 10 Preferred Shares previously  held. Shareholders will not receive fractional Preferred Shares, but  rather a cash payment in $US based on the balance of the total  Dividend payable. 

 Each Preferred Share is convertible at any time until the fifth year  anniversary of the date on which such shares were issued, at the option  of the holder thereof, and subject to the call right of the Company as  set forth in the articles of the Company at any time within two years  from the date of issuance, into either Class "A" Common Shares or Class  "B" Non-Voting Common Shares of the Company. The number of Class "A  Common Shares or Class "B" Non-Voting Common Shares of the Company to  which the holder of the Preferred Share is entitled to receive on  conversion shall be obtained by multiplying the number of Preferred  Shares held by the holder thereof by 172.41, subject to adjustment as a  result of certain corporate events. The board of directors shall  determine in its sole discretion whether only Class "A" Common Shares  or Class "B" Non-Voting Common Shares are to be issued on conversion of  the Preferred Shares or a combination thereof. 

 The Dividend will be subject to Canadian income taxes and the Company  must withhold and remit Canadian tax at a rate of 25% of the gross  amount of the Dividend paid to holders of Preferred Shares that are not  residents of Canada, subject to a reduced withholding rate under an  applicable tax treaty. Under the tax treaty in effect between Canada  and the United States, the withholding rate is 15%. In order to fulfill  such withholding requirements, rather than issue Preferred Shares in  satisfaction of the entire Dividend to shareholders who are  non-residents of Canada, the Company will issue such portion of the  Dividend in $US cash as may be necessary to meet the Company's  withholding obligations with respect to such non-resident shareholders.  The $US cash portion will be delivered to non-resident shareholders,  net of any withholding taxes, together with the balance of the Dividend  payable in Preferred Shares. 

 The payment date for the Dividend is on or about February 15, 2012. 

 The TSX Venture Exchange ("TSXV") has approved the reservation for/and  listing of the Class "A" Common Shares on the TSXV issuable in  accordance with the potential conversion of the additional Preferred  Shares issued pursuant to the Dividend. 

 About Shona 

 Shona is an international oil and natural gas exploration, development  and production company focusing on South America, specifically Colombia  and Peru. The Company's assets currently include interests in the  Company-operated Esperanza block located in Colombia's Lower Magdalena  Basin, the non-operated Serrania, Los Picachos and Macaya Blocks in  Colombia's Caguan Basin, and the non-operated Block 102 in Peru's  Maranon Basin. The common shares of the Company trade on the TSX  Venture Exchange under the stock symbol "SHO". More information on the  Company is available at www.shonaenergy.com. 

 Cautionary Statements 

 Certain information included in this press release constitutes  forward-looking information under applicable securities legislation.   Such forward-looking information is provided for the purpose of  providing information about management's current expectations and plans  relating to the future. Readers are cautioned that reliance on such  information may not be appropriate for other purposes, such as making  investment decisions. Forward-looking information typically contains  statements with words such as "anticipate", "believe", "expect",  "plan", "intend", "estimate", "propose", "project" or similar words  suggesting future outcomes or statements regarding an outlook.  Forward-looking information in this press release may include, but is  not limited to, the payment of the dividend.  Forward-looking  information is based on a number of factors and assumptions which have  been used to develop such information but which may prove to be  incorrect.  Although Shona believes that the expectations reflected in  such forward-looking information is reasonable, undue reliance should  not be placed on forward-looking information because Shona can give no  assurance that such expectations will prove to be correct. In addition  to other factors and assumptions which may be identified in this press  release, assumptions have been made regarding and are implicit in,  among other things: the ability of Shona to complete transactions  described in this press release and the timely receipt of any required  regulatory and shareholder approvals.  Readers are cautioned that the  foregoing list is not exhaustive of all factors and assumptions which  have been used.  Shona undertakes no obligation to update  forward-looking statements if circumstances or management's estimates  or opinions should change, unless required by law.  The reader is  cautioned not to place undue reliance on this forward-looking  information. 

 The securities of Shona have not been and will not be registered under  the United States Securities Act of 1933, as amended and may not be  offered or sold in the United States absent registration or an  applicable exemption from the registration requirement.  This press  release shall not constitute an offer to sell or the solicitation of an  offer to buy nor shall there be any sale of the securities in any  jurisdiction in which such offer, solicitation or sale would be  unlawful. 

 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 press  release. 

Shona Energy Company, Inc.


CONTACT:  please contact either of the following individuals:Michael Wilkes, CFOShona Energy Company, Inc.Houston, Texas713-622-8809      Shetal Mentlewski, VP Admin & LegalShona Energy Company, Inc.Houston, Texas713-622-8809 


    

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