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SMQ Santa Maria Petroleum

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Share Name Share Symbol Market Type
Santa Maria Petroleum TSXV:SMQ 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 -

Santa Maria Petroleum Inc. Disposes of Its Participation Interest in the Investments, Income and Revenues of the LLANOS 27 Pr...

25/11/2013 11:00am

Marketwired Canada


NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S. 

Santa Maria Petroleum Inc. (TSX VENTURE:SMQ) ("Santa Maria" or the "Company")
today announces that on November 21, 2013, it entered into a Share Purchase
Agreement (the "Share Purchase Agreement") with Global Oil & Gas Services Ltd.
("Global"), a company incorporated pursuant to the laws of Dubai, UAE, by which
Global will acquire all of the shares of a newly incorporated wholly owned
subsidiary of Santa Maria ("Newco"). Through a reorganization to be completed by
December 18, 2013, Santa Maria shall transfer to Newco the assets and
liabilities of its Colombian branch, including its participation interest in the
investments, income and revenues of the LLANOS 27 Project in the Los Llanos
Basin in Colombia (the "Project"), subject to a working capital adjustment.
Under the working capital adjustment, Newco will have a cash balance of
$US450,000 and all amounts receivable including refundable VAT and income tax
amounts will be paid to Santa Maria. Santa Maria will pay all outstanding trade
liabilities incurred to the closing date. 


Under the Share Purchase Agreement, Global shall replace the $US1.85 million
Letter of Credit that had been provided by Santa Maria to the Agencia Nacional
de Hidrocarburos (the "ANH") in order to guarantee the operator's work
commitments on this project. This Letter of Credit is currently secured by a
guaranteed investment certificate. When the Letter of Credit is released and the
working capital requirement is funded, the remaining funds, approximately $1.4
million will be transferred to the Company's general cash balances.


The foregoing transaction constitutes a sale of all or substantially all of the
property and assets of the Company. The Share Purchase Agreement is subject to
various conditions including but not limited to receiving the approval of the
Company's shareholders (the "Shareholders") and the TSX Venture Exchange (the
"TSXV"). Notice of a special Shareholder meeting will be made in due course. 


Following the sale of Newco and the effective transfer of its interest in the
Project, Santa Maria will have disposed of all its interests in Colombia and
will have no further work commitments or financial obligations arising from its
former interests in Colombia. Management will assess the options for the Company
upon closing of the Global transaction.


About Santa Maria Petroleum Inc. 

Santa Maria is a junior oil and gas company with a private participating
interest in the LLA27 Block in the Llanos Basin of Colombia.


Cautionary Statements 

This news release contains forward-looking information and forward-looking
statements within the meaning of applicable securities laws (together,
"forward-looking information"). The use of any of the words "expect",
"anticipate", "continue", "estimate", "believe", "plans", "intends",
"confident", "may", "objective", "ongoing", "will", "should", "project",
"should" and similar expressions are intended to identify forward-looking
information. 


The forward-looking information is based on certain key expectations and
assumptions made by Santa Maria, including expectations and assumptions
concerning the operational results in Colombia and the sale of its private
participating interest in the Project. Although Santa Maria believes that the
expectations and assumptions on which the forward-looking information are based
are reasonable, undue reliance should not be placed on the forward-looking
information because Santa Maria can give no assurance that they will prove to be
correct. 


Since forward-looking information addresses future events and conditions, by its
very nature it involves 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, Shareholder, TSXV and ANH
approval of the transaction, ANH approval of the transaction, the inherent risks
involved in the exploration and development of oil and gas properties, the
uncertainties involved in interpreting drilling results and other geological
data, uncertainties relating to fluctuating oil and gas prices, the possibility
of cost overruns or unanticipated costs and expenses and other factors including
unforeseen delays. Anticipated exploration and development plans relating to
Santa Maria's properties are subject to change. 


The foregoing list of assumptions, risks and uncertainties is not exhaustive.
The forward-looking information contained in this press release is made as of
the date hereof and Santa Maria 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. 


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 RELEASE.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Mr. Ron MacMicken
President and Chief Executive Officer
416-902-8099

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