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Tri-Valley Corp. (TIV) Exchanges 75% of its Series A and B Warrants for Common Shares

BAKERSFIELD, Calif.–(BUSINESS WIRE)–Tri-Valley Corporation (NYSE Amex:TIV) today announced that it has entered into three separate exchange agreements with three institutional investors for the exchange and cancellation of their Series A, B and C warrants for shares of the Company’s common stock. Under the terms of each of the agreements, the investors exchanged and cancelled warrants to purchase an aggregate of 6,900,975 shares of Tri-Valley’s common stock for an aggregate of 3,975,000 shares of the Company’s common stock. The warrants were issued in a registered direct offering on April 6, 2010.

In addition, each of the investors agreed to cancel the remaining provisions of the Securities Purchase Agreement, including the right of participation of up to 50% in any future financing that expires on April 6, 2011.

“We are very pleased to have substantially reduced the potential dilution of our common shares associated with these warrants as part of our plans to better position Tri-Valley to take advantage of its oil and gas asset base, in a strong commodity price environment. Cancellation of these warrants provides Tri-Valley with much more in the way of financing options, several of which we have been exploring to further the development of oil reserves at our Claflin and Pleasant Valley projects,” said Mr. Maston N. Cunningham, President and CEO of Tri-Valley Corporation.

Approximately 2.1 million Series A and B warrants will remain outstanding after the exchange.

Tri-Valley has applied to the NYSE Amex Exchange to list the Tri-Valley stock to be issued in the exchanges, and closing of the transaction will be subject to NYSE Amex approval of the listing.

Material Terms of the Exchange Agreements

Closing of each transaction is expected to occur on December 31, 2010. Tri-Valley will issue its stock in exchange for the warrants without payment of any additional consideration. After the exchange, the warrants will be canceled.

The exchange agreements contain customary warranties from each investor regarding their organization, authorization to execute the agreements, and their ownership of the warrants at the time of the exchange. Tri-Valley also makes customary warranties to each investor, including with respect to its own organization, authorization and due issuance of the stock being exchanged. Tri-Valley also confirms that it has not provided material, nonpublic information to the investors. Tri-Valley also agrees to file a Current Report on Form 8-K with the SEC as soon as practicable.

Upon completion of the exchange, the securities purchase agreement that Tri-Valley and the investors entered on April 6, 2010, will terminate as to the three exchanging investors. If any agreement is made with respect to an exchange, amendment or exercise of Tri-Valley’s remaining outstanding warrants on terms more favorable than the present exchange agreements within 45 days after closing of the exchange agreements, the investors will be entitled to receive an economic benefit equal to the more favorable terms of the future agreement.

About Tri-Valley

Tri-Valley Corporation explores for and produces oil and natural gas in California, and has two exploration-stage gold properties in Alaska. Tri-Valley is incorporated in Delaware and is publicly traded on the NYSE Amex exchange under the symbol “TIV.” Our Company website, which includes all SEC filings, is

Forward-looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. Actual results, events, and performance could vary materially from those contemplated by these forward-looking statements which include such words and phrases as exploratory, wildcat, prospect, speculates, unproved, prospective, very large, expect, potential, etc. Among the factors that could cause actual results, events, and performance to differ materially are risks and uncertainties discussed in “Item IA. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, and in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” as disclosed in the Company’s Quarterly Report on Form 10-Q for the most recent quarter ended September 30, 2010.

Thursday, December 30th, 2010 Uncategorized