Kulczyk Oil Ventures Inc.

Kulczyk Oil Ventures Inc.

November 23, 2009 18:57 ET

Kulczyk Oil Files Prospectus in Poland

CALGARY, ALBERTA--(Marketwire - Nov. 23, 2009) -

THIS PRESS RELEASE OR THE INFORMATION CONTAINED HEREIN IS NOT BEING ISSUED IN OR INTO, AND MAY NOT BE DISTRIBUTED DIRECTLY OR INDIRECTLY IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Kulczyk Oil Ventures Inc. ("Kulczyk Oil" or the "Company") is pleased to announce that it submitted a prospectus to the Polish Financial Supervision Authority ("FSA") on November 18, 2009 for approval. The Company intends to make an application for listing on the Warsaw Stock Exchange ("WSE") and proceed with an initial public offering ("IPO") of shares after the prospectus has been approved and expects to complete both the listing on the WSE and the IPO in Q1 2010.

HSBC Bank plc ("HSBC") has been appointed as Sole Global Co-ordinator and Sole Bookrunner, whilst the syndicate will also include Dom Maklerski BZ WBK S.A., Erste Group Bank AG and Erste Securities Polska S.A.. Lazard & Co., Limited is the financial advisor to the Company.

The final number of shares to be issued and the price of the shares will be determined following the book-building process. Shares in the IPO will be offered to both domestic investors in Poland and to certain international investors.

Kulczyk Oil is an international upstream oil and gas exploration and production company with principal interests in the Sultanate of Brunei Darussalam ("Brunei") and the Syrian Arab Republic ("Syria"). The Company announced on September 14, 2009 that it is expanding its interests in Brunei to include an interest in the Block M Production Sharing Agreement through the acquisition of Triton Hydrocarbons Pty Ltd., a private Australian company and announced on November 18, 2009 that it had agreed to acquire an interest in a Ukrainian gas production company conditional upon the closing of the IPO.

In Brunei, the Company owns a 40% interest in a Production Sharing Agreement which gives it the right to explore for and produce oil and gas from Block L, a 550,000 acre (220,000 hectare) exploration and development area covering onshore and offshore areas in the northeastern portion of the country and a 36% interest in a Production Sharing Agreement which gives it the right to explore for and produce oil and gas from Block M, a 744,000 acre (301,000 hectare) exploration and development area covering an onshore area immediately south of Block L.

In Syria, Kulczyk Oil holds a 100% interest in a Contract for the Exploration, Development and Production of Petroleum which gives it the right to explore for and produce oil and gas from Block 9, a 1,003,200 hectare (approximately 2.5 million acre) exploration block located in the northwest portion Syria. Kulczyk Oil has agreed to hold a 20% beneficial interest for Triton Petroleum Pty. Ltd and a third party has the right to request assignment of a 5% interest which, when considered together, would reduce the direct interest of the Company in Syria Block 9 to 75%.

For further information, please refer to the Kulczyk Oil website www.kulczykoil.ca.

Translation: This news release is officially released in English.

Disclaimer: Neither this news release nor any copy of it may be taken or transmitted into the United States of America, Australia or Japan. This news release does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The offer and distribution of this news release and other information in connection with the listing and offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The information contained herein serves information purposes and does not constitute any offer for sale or subscription of or solicitation or invitation of any offer to buy or subscribe for any securities. Securities will solely be offered on the basis of a prospectus to be issued by the Company in connection with such offering and to be submitted to the Polish Financial Supervision Commission. A prospectus will be available free of charge as of a date yet to be determined from Kulczyk Oil.

The announcement is not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement or take any investment decision in relation to the IPO except on the basis of information contained, or incorporated by reference, in the relevant prospectus (when available). This announcement is not and does not constitute or form part of any offer to sell or issue, or any solicitation of any offer to acquire, any shares or securities by any person in any jurisdiction in which such an offer or solicitation is unlawful.

This announcement and the information contained herein do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The shares referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer in the United States of the shares referred to herein.

This announcement and the information contained herein do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in Australia, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction, and no public offer of rights or shares will be made in such jurisdictions. The shares referred to herein have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from and in compliance with any applicable securities laws.

The distribution of this announcement and/or the prospectus (when available) and/or the transfer of the shares referred to herein into jurisdictions other than Poland may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

HSBC, Dom Maklerski BZ WBK S.A., Erste Group Bank AG, Erste Securities Polska S.A. and Lazard & Co. Limited are each a acting exclusively for the Company and no one else in connection with the IPO and each of them will not regard any other person as its client in relation to the IPO and will not be responsible to anyone other than the Company for providing the protections afforded to clients or for providing advice in relation to the IPO or and matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on HSBC by or under the United Kingdom's Financial Services and Markets Act 2000, HSBC, Dom Maklerski BZ WBK S.A., Erste Group Bank AG, Erste Securities Polska S.A. and Lazard & Co. accept no responsibility whatsoever and make no representation or warranty, express or implied, for or in respect of the contents of this announcement, including its accuracy, completeness or verification. HSBC, Dom Maklerski BZ WBK S.A., Erste Group Bank AG, Erste Securities Polska S.A. and Lazard & Co. accordingly disclaim any and all responsibility and liability whether arising in tort, contract or otherwise in connection with this announcement.

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) high net worth companies and other persons to whom it may lawfully be committed falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

Forward-looking Statements: Some of the statements contained in this release may be forward-looking statements. Forward-looking statements may include, but are not limited to, statements concerning estimates of recoverable hydrocarbons, expected hydrocarbon prices, expected costs, statements relating to the continued advancement of the Company's projects (including the closing of the Ukrainian acquisition), statements as to an initial public offering and listing on the Warsaw Stock Exchange and other statements which are not historical facts. When used in this document, and in other published information of the Company, the words such as "will", "could," "estimate," "expect," "intend," "may," "potential," "should," and similar expressions are indicative of a forward-looking statement. Although the Company believes that its expectations reflected in the forward-looking statements are reasonable, the potential results suggested by such statements involve risk and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Various factors, which could cause actual results to differ materially from those contemplated by these forward-looking statements, including the potential that the Company's projects will experience technical and mechanical problems, geological conditions in the reservoir which may negatively impact levels of oil and gas production, changes in product prices, failure to obtain regulatory approvals or satisfy conditions for the Ukrainian acquisition or the IPO and WSE listing and other risks not anticipated by the Company or disclosed in the Company's published material. Market conditions may impact when and if the IPO and the WSE listingis completed. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. The Company and HSBC undertake no obligation to revise or update any forward-looking statements in this announcement to reflect events or circumstances after the date of this announcement, unless required by law.

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