Capricorn Business Acquisitions Inc. (TSX VENTURE:CAK.H) ("Capricorn" or the
"Company"), a capital pool company and Energex Petroleum Inc. ("Energex"), a
private Ontario-based junior oil and gas company, are pleased to announce
further developments in connection with a proposed arm's-length business
combination previously announced by the Company in the press release dated April
5, 2012.
Capricorn has a binding letter of intent ("LOI") with Energex to acquire all of
the issued and outstanding securities of Energex by way of Energex amalgamating
with a wholly-owned subsidiary of Capricorn. The proposed transaction will
constitute the Company's Qualifying Transaction (the "Qualifying Transaction" or
"QT"), under the policies of the TSX Venture Exchange (the "Exchange").
Following completion of the Qualifying Transaction, it is anticipated that the
resulting issuer ("Resulting Issuer") will be a Tier 2 oil and gas exploration
company.
Highlights:
-- Capricorn and Energex amend terms of the LOI for the proposed QT and
announce further details of the proposed QT;
-- Energex announces a Joint Venture with Petrolympic Ltd. ("Petrolympic");
-- Capricorn and Energex have proposed management and directors for the
Resulting Issuer;
-- Capricorn announces resignation of Mendel Ekstein as a director.
Amendment to the Letter of Intent and Further Details of the Proposed QT
Capricorn has further amended the terms of the LOI dated March 26, 2012
previously announced in the press release of the Company dated April 5, 2012
available on SEDAR at www.sedar.com. Described herein are the amended terms of
the LOI and further details of the proposed QT.
Capital Structure and Selected Financial Information of Energex
At present, Energex has 58,290,000 common shares ("Energex Shares") and
4,500,000 share purchase warrants ("Energex Warrants") exercisable at $0.065 per
Energex Share issued and outstanding.
Energex is currently undertaking a financing (the "Pre-QT Financing") for
maximum gross proceeds of $700,000 at a price of $0.035 per unit (the "Energex
Units") with each unit consisting of one (1) Energex Share and one half of one
Energex Warrant. Each whole Energex Warrant shall entitle the holder thereof to
purchase one Energex Share at $0.065. Energex may also issue broker warrants
("Energex Broker Warrants") equal to 8% of the number of Energex Units issued
pursuant to the Pre-QT Financing. Assuming that the Pre-QT Financing is fully
subscribed to, it is anticipated that Energex will issue an additional
20,000,000 Energex Shares (for a total of 78,290,000 Energex Shares then issued
and outstanding), 10,000,000 Energex Warrants (for a total of 14,500,000 Energex
Warrants then issued and outstanding) and 1,600,000 Energex Broker Warrants.
Other than the Energex Shares, the Energex Warrants and the Energex Broker
Warrants, Energex will not issue from treasury any Energex Shares or otherwise
grant or issue any options, warrants or other securities convertible into
Energex Shares without the prior approval of Capricorn, nor will it make any
expenditures other than in the ordinary course of business without the prior
approval of Capricorn.
Upon completing the QT, Energex will also have an unsecured loan of $250,000
with a non-arm's length party, that will be converted into either a) Energex
Shares at an effective price Energex completes the QT Financing (as defined
herein); or b) an unsecured loan of a Resulting Issuer with a maturity date of
at least 18 months from the date of issuance.
Principal Shareholders of Energex
The principal stakeholders of Energex are: Peter Bilodeau, president and
director of Energex, who owns beneficially, directly or indirectly, or exercises
control or direction over approximately 41.3% of the Energex Shares, 435 Nelson
Ltd., that owns 9.1% of the Energex Shares, and Foundation Opportunities Inc, a
Toronto based merchant bank that owns 7.4% of the Energex Shares. The balance of
the Energex Shares is held by approximately 45 additional shareholders. 435
Nelson Ltd. is controlled by Paul Vandenbosch, a director of Energex.
Capital Structure of Capricorn
Currently, Capricorn has 7,194,400 common shares issued and outstanding
("Capricorn Shares"). Capricorn also has outstanding 864,439 incentive options
with an exercise price of $0.10 per share granted to the Board members of
Capricorn.
Capricorn will not issue from treasury any shares, options, warrants or other
securities convertible into Capricorn Shares prior to the completion of the
Qualifying Transaction or termination of the LOI without the prior approval of
Energex.
The Qualifying Transaction
The LOI stipulates that Capricorn will be required to ask its shareholders to
approve a consolidation (the "Capricorn Share Consolidation") on a 1.6 old
Capricorn Shares for one (1) new share ("Consolidated Capricorn Share") basis.
All corresponding warrants and options previously issued by Capricorn and
Energex will also be referenced to the new "Consolidated Capricorn Shares".
Immediately after Capricorn Share Consolidation, Capricorn will have 4,496,500
Consolidated Capricorn Shares and 540,274 Consolidated Capricorn Options,
exercisable at $0.16 per Consolidated Capricorn Shares issued and outstanding.
As consideration for the amalgamation of Energex, holders of Energex Shares will
be entitled to receive one (1) Consolidated Capricorn Share for every 2 Energex
Shares (the "Share Exchange"). Energex Warrants and Broker Warrants will be
exchanged for securities of Capricorn on the same basis as Energex Shares for
"Consolidated Capricorn Warrants" and "Consolidated Capricorn Broker Warrants",
respectively.
Assuming Energex closes on the maximum permitted Pre-QT Financing, Capricorn
will at the closing of the Qualifying Transaction with Energex ("Closing"),
issue to the holders of Energex securities, the following:
-- 39,145,000 Consolidated Capricorn Shares;
-- 7,250,000 Consolidated Capricorn Warrants exercisable at $0.13 per
Consolidated Capricorn Share
-- 800,000 Consolidated Capricorn Broker Warrants (exercisable at $0.07 per
Consolidated Capricorn Share into a unit of one share and one half of
one Consolidated Capricorn Warrant, each whole warrant exercisable at a
price of $0.13 into one Consolidated Capricorn Share).
At Closing, Energex will become a wholly-owned subsidiary of the Company. The
foregoing Consolidated Capricorn Shares will be issued at an ascribed price of
$0.12 per Consolidated Capricorn Shares.
Concurrent Financing
Energex shall complete a financing (the "QT Financing") concurrently with
completion of the Qualifying Transaction in the amount sufficient to meet the
Minimum Listing Requirements of the Exchange and up to a maximum of $2,500,000.
It is expected that the QT Financing will be comprised of units (the "QT Normal
Units") and flow-through units (the "QT FT Units") of Energex, issued at a price
of $0.06 per QT Normal Unit (equal to $0.12 per equivalent Consolidated
Capricorn units post-Share Exchange) and at a price of $0.075 per QT FT Unit
(equal to $0.15 per equivalent Consolidated Capricorn units post-Share
Exchange). Each QT Normal Unit will be comprised of one Energex Share (a "QT
Unit Share") and one half of one Energex Share purchase warrant (a "QT
Warrant"), with each whole QT Warrant being exercisable into one Energex Share
(a "QT Warrant Share") at an exercise price of no less than $0.08 (equal to
$0.16 per Consolidated Capricorn Share post-Share Exchange) for 24 months from
the completion date of the Qualifying Transaction. Each QT FT Unit will be
comprised of one Energex flow-through share (a "QT FT Share") and one half of
one QT Warrant exercisable into one Energex Share ("QT FT Warrant Share") at an
exercise price of no less than $0.09 (equal to $0.18 per Consolidated Capricorn
Share post-Exchange).
It is expected that Foundation Markets Inc. ("FMI") along with a firm licensed
by the Investment Industry Regulatory Organization of Canada to be selected by
FMI and Energex, will act as agents to Energex for the QT Financing on the terms
to be negotiated at a later date.
It is expected that the net proceeds of the QT Financing will be used for
exploration and development on Energex's properties and general corporate
purposes.
Closing Conditions
The Closing is subject to a number of conditions, including, but not limited to
the following:
1. Receipt of an exemption or waiver of sponsorship, permitting to close
without the engagement of a sponsor, or the receipt of a sponsor report;
2. Receipt of all requisite consents, required regulatory approvals,
including without limitation, the approval of the Exchange;
3. Completion of all due diligence reviews (including financial and legal,
among others) by July 31, 2012;
4. Receipt of all director, shareholder and Exchange approvals as may be
required under applicable laws or regulatory policies on or before
September 30, 2012;
5. Satisfaction of the Minimum Listing Requirements of the Exchange and all
requirements under the Exchange rules relating to completion of a
"Qualifying Transaction";
6. The negotiation, execution and delivery of the formal amalgamation
agreement on or before September 30, 2012; and
7. No adverse material change in the business affairs, financial condition
or operation of either Capricorn or Energex shall occur between the date
of the latest available financial statements and the Closing.
Sponsorship of a qualifying transaction of a capital pool company is required by
the Exchange unless exempt in accordance with Exchange policies. Capricorn
intends to apply for an exemption from sponsorship requirements, however, there
is no assurance that Capricorn will obtain this exemption. In addition, the
stock will likely remain halted pending completion of the Qualifying
Transaction.
A filing statement in respect of the proposed Qualifying Transaction will be
prepared and filed in accordance with Policy 2.4 of the Exchange on SEDAR at
www.sedar.com no less than seven (7) business days prior to the Closing. A press
release will be issued once the filing statement has been filed as required
pursuant to Exchange policies.
Energex Announces Joint Venture with Petrolympic Ltd.
Energex has entered into a joint venture with Petrolympic Ltd. through which
Petrolympic will acquire 50% indirect working interest in Energex's Michigan
properties ("Michigan Properties") by making a series of payments to Energex
over 12 months, totaling an aggregate of $1.5 million and 3 million common
shares in the capital of Petrolympic.
Petrolympic will also have a right of first refusal for a period of one year to
earn working interest in the additional properties owned by Energex in Ontario
("Ontario Properties").
The details of the joint venture are further disclosed in Petrolympic's press
release dated May 24, 2012.
Proposed Management and Directors of the Resulting Issuer
The following are brief descriptions of the proposed management and directors of
the Resulting Issuer:
Peter O. Bilodeau, MBA, FICB, - President, CEO and Director
Peter has numerous business interests in various sectors, including oil and gas,
corporate finance, real estate investments, management and financial consulting,
the retail sign business, and the alternative financial services. Prior to
launching his entrepreneurial career, Mr. Bilodeau worked for one of Canada's
major chartered banks quickly advancing to the senior management ranks. He is a
former real estate appraiser with extensive experience in real property
valuation. Mr. Bilodeau's business prowess is frequently called upon through his
consulting business and as a member of the Board of Directors of several
companies in the oil and gas, retail, and financial services sectors.
John G. F. McLeod, P. Eng. - Director
John is president of McLeod Petroleum Consulting Ltd and has over 35 years of
technical and management experience in the upstream oil and gas industry, both
domestic and international. After graduation from the University of New
Brunswick with a B.Sc. in Mechanical Engineering, he spent 15 years with Amoco
Canada in western Canada and the USA, including four years as Chief Engineer. In
addition to his North American experience, he has been in involved in projects
in China, Papua New Guinea, India, Georgia, Guinea, Sudan, Oman and Egypt. He is
currently a director of several upstream petroleum companies including Heritage
Oil Plc, and has held the positions of President and CEO of public companies,
including Arakis Energy Corp, Rally Energy Corp., ONCO Petroleum Inc.,
California Oil and Gas Corporation and Tuscany Energy Ltd. Mr. McLeod is a
member and Past President of APEGGA, the Association of Professional Engineers,
Geologists and Geophysicists of Alberta.
Paul W. Vandenbosch, LLB - Director
Paul is a Barrister & Solicitor and a partner in the Law Firm of Cram &
Associates. Mr. Vandenbosch has over 25 years of experience in practicing real
estate, corporate, commercial, wills, estates and trust law. He has held
executive positions with various organizations and has overseen the preparation
of and analyzed numerous financial statements. Paul was previously a director of
Torque Energy Inc, an oil and gas company with assets in Ontario that was
acquired by Dundee Energy Ltd. in 2011.
Henri A. Lizotte, B.Sc.A. - Director
Henri has over 40 years experience in the oil and gas sector. He is president of
HALTECH a consulting company he has run since 1987. During his career, Henri has
worked for several multinational companies including Texaco, SOQUIP, and
Hydro-Quebec Petrole et Gaz. He has worked in countries around the world
including Madagascar, Gabon, Niger, Senegal, Morocco, USA and Canada. He has
been involved in all aspects of the oil and gas industry including Senior
Geophysicist, District Geophysicist, Chief Geophysicist, Exploration Manager,
and Vice President Exploration. Mr. Lizotte has developed projects from Project
Conception, Evaluation and Realization, to Training and Administration. He has
been a consultant on the development of Underground Gas Storage, Project
Generations, Geology, Geophysics and Engineering. Professional Associations
include: OIQ (engineer), APEGGA (engineer/geologist), OGQ
(geologist/geophysicist), OPI.
John Martin, CA - Director
John is President and CEO of Shaljero Advisors Inc., an integrator of
professionals dedicated to assisting private and public entities in accessing
capital markets and managing their acquisitions and divestitures. He was
involved in finance and M&A activities as an interim CFO and director. John has
assisted clients in establishing and integrating operations in the U.S. Europe
and primarily in the resource industry in Colombia, South America. He is
currently CFO of Tolima Gold Corp. and Quetzal Energy Ltd. and Director of
Colcan Energy Corp, a private oil and gas exploration company. Former CFO of APO
Energy Inc. a $165 million private oil and gas explorer and producer in
Colombia, and assisted with the 2010 merger of APO Energy Inc. with P1 Energy
Corp, a $450 million transaction. John graduated University of Western Ontario
and is founding partner of Evans Martin LLP Chartered Accountants which merged
with MNP LLP January 1, 2012.
Adam Szweras - Corporate Secretary
Mr. Szweras is a partner with the law firm Fogler, Rubinoff LLP and a co-founder
of Foundation Markets Inc., a Toronto-based investment bank and exempt market
dealer. He has practiced securities law for over 12 years and in his corporate
finance and legal practice focuses on financing and going public transactions.
He acts for mid-market companies looking to raise capital or make acquisitions
and assist private companies in the going public process. His expertise includes
structuring cross-border and multi-jurisdictional securities transactions and
mergers and acquisitions.
Energex is currently evaluating CFO candidates and will announce a proposed
candidate for the Resulting Issuer shortly. Capricorn has a right to nominate
two additional directors and expects to put forward such directorship candidates
to Energex before the filing statement is finalized and filed.
Capricorn announces resignation of Mendel Ekstein as a director
Effective May 2, 2012 Mendel Ekstein has resigned as a director of Capricorn due
to a conflict. The Board thanks Mr. Ekstein for his service and wishes him well
in his future endeavors.
About Energex Petroleum Inc.
Energex is an Ontario-based junior oil and gas company with assets in Michigan
and Ontario.
Michigan: Addison is comprised of a 222 acres Silurian Reef with 4 shut-in
wells, 1 injection well and an extensive oil battery on 5 acres. The wells have
cumulative production of 447 MBBL and 2.5 MMCFG to date. An NI51-101 engineering
report prepared by AJM Petroleum Consultants estimates 2.856 MMBBL in place with
the 2P reserves of 81.2 MBBL and NPV10 of $2.8 million. The management believes
that reworking 4 shut-in wells will establish gross production of 80-100 BBL/D
and intends to investigate the secondary recovery potential, which could result
in additional recovery of as much as 20% of the oil in place or 570 MBBL
(commensurate with secondary recovery rates at Niagaran Reefs in the Southern
Trend, according to a publication by the Society of Petroleum Engineers).
Energex also owns 373 undeveloped acres that include one well with 12.5% GORR
owned by Energex, and three shut-in wells. As indicated by the historical
technical reports, all Energex properties have been identified as prime
candidates for secondary recovery and natural gas storage with aggregate
capacity of 12+ BCFG, as estimated by the management.
Ontario: Tilbury Field is comprised of approximately 12,500 of onshore and
offshore acres with 11 wells on the north shore of Lake Erie, Ontario.
Historical cumulative gas production from the field is 277 BCFG and it is
believed there is a strong possibility of undeveloped reserves as defined by
Energex's proprietary seismic data. Energex owns approximately 216 km of
proprietary 2D seismic data (including 96 km offshore) and intends to complete a
3D Seismic survey allowing it to identify low-risk targets for vertical wells.
Chapman Petroleum Engineering, independent qualified reserves evaluator, has
prepared a report (the "Chapman Report") under National Instrument 51-101 in
accordance with the Canadian Oil and Gas Evaluation Handbook with an effective
date of January 1, 2012, estimating the gross unrisked prospective resource of
the Energex land package, using arithmetic average of low, high and best
estimates at 2,082 MBBL of oil and 2,226 MMCF of gas with an NPV10 of $83
million. The management believes that upon completing the initial work program,
a relatively low development cost will allow the Company to continue building
production and reserves organically.
Dr. Ian M. Colquhoun, Ph.D., P.Geo. the Qualified Person as defined by National
Instrument ("NI") 51-101, has reviewed and approved the technical information
contained in this press release.
About Foundation Markets Inc.
Foundation Markets Inc. ("FMI") is a Toronto-based boutique investment bank and
corporate finance advisory firm licensed as an Exempt Market Dealer. The firm is
focused on working with small- and medium-sized companies with rapid growth
potential, specializing in assisting pre-public clients in accelerating access
to private capital and executing going-public transactions. FMI also works with
public companies on financing, mergers and acquisitions transactions, and
strategic advisory services.
About Capricorn
The Company is a NEX listed company and classified as a Capital Pool Corporation
as defined in the TSX Venture Exchange Policy 2.4 by raising $574,400 in
conjunction with its Initial Public Offering in March 9, 2010. The Company's
principal business is the identification and evaluation of assets or businesses
with a view to completing a Qualifying Transaction within the meaning of
Exchange policies.
National Instrument 51-101 Disclosure
The prospective resource described in the Chapman Report and in this press
release is an "undiscovered resources" as defined in the Canadian Oil and Gas
Evaluation Handbook. Undiscovered resources are defined as those quantities of
petroleum estimated, as of a given date, to be potentially recoverable from
undiscovered accumulations of by application of future development projects.
Prospective resources have both an associated chance of discovery and a chance
of development. Prospective resources are further subdivided in accordance with
the level of certainty associated with recoverable estimates assuming their
discovery and development and may be subclassified based on project maturity.
Pursuant to s. 5.9(d) (v) of NI 51-101, the Company cautions that that there is
no certainty that any portion of the resource will be discovered. If discovered,
there is no certainty that it will be commercially viable to produce any portion
of the resources.
The NPV10 estimates disclosed in this press release do not represent fair market
value of the assets or the securities of Energex or the Company.
Completion of the Qualifying Transaction is subject to a number of conditions
including, but not limited to, Exchange acceptance and if applicable pursuant to
Exchange Requirements, majority of the minority shareholder approval. Where
applicable, the Qualifying Transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that the Qualifying
Transaction will be completed as proposed, or at all.
Investors are cautioned that, except as disclosed in the filing statement to be
prepared in connection with the Qualifying Transaction, any information released
or received with respect to the transaction may not be accurate or complete and
should not be relied upon. Trading in the securities of a capital pool company
should be considered highly speculative.
The information disclosed in this press release regarding Energex was provided
by Energex without review or investigation by Capricorn, and as such, Capricorn
does not accept any responsibility for the accuracy of such disclosure.
This news release does not constitute an offer to sell or a solicitation of an
offer to sell any of the securities in the United States. The securities have
not been and will not be registered under the United States Securities Act of
1933, as amended (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 unless
registered under the U.S. Securities Act and applicable state securities laws or
an exemption from such registration is available.
Forward Looking Statements
This news release contains "forward-looking statements" within the meaning of
the United States Private Securities Litigation Reform Act of 1995 and
applicable Canadian securities legislation. Generally, these forward-looking
statements can be identified by the use of forward-looking terminology such as
"plans", "anticipated", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases or state
that certain actions, events or results "may", "could", "would", "might" or
"will be taken", "occur" or "be achieved". Capricorn is subject to significant
risks and uncertainties which may cause the actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by the forward looking statements contained in
this release. Capricorn cannot assure investors that actual results will be
consistent with these forward looking statements and Inspiration assumes no
obligation to update or revise the forward looking statements contained in this
release to reflect actual events or new circumstances.
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