Marco Polo Investments Ltd.
TSX VENTURE : MCP.P

August 26, 2009 17:00 ET

Marco Polo Investments Ltd. Announces Execution of Amalgamation Agreement With Cobalt Blue Resources Inc. and Transaction Update

CALGARY, ALBERTA--(Marketwire - Aug. 26, 2009) - Marco Polo Investments Ltd. ("Marco" or the "Corporation") (TSX VENTURE:MCP.P) is pleased to announce that it has entered into a formal amalgamation agreement (the "Amalgamation Agreement") with Cobalt Blue Resources Inc. ("Cobalt") pursuant to which the parties have agreed that Marco and Cobalt will amalgamate (the "Business Combination") and continue as a new company to be named Cobalt Coal Corp. ("Amalco"), on amended terms than those previously announced on March 27, 2009.

Business Combination and Private Placement

Pursuant to the terms of the Amalgamation Agreement:

(a) each common share of Marco ("Marco Share") shall be exchanged for one (1) fully paid and non-assessable common share of Amalco ("Amalco Share");

(b) each stock option of Marco shall be replaced with/continued into one (1) replacement stock option of Amalco;

(c) each new agent's option of Marco ("Marco New Agent Option") shall be replaced with/continued into one (1) new agent's option of Amalco;

(d) each common share of Cobalt shall be exchanged for one (1) fully paid non-assessable Amalco Share; and

(e) each share purchase warrant of Cobalt shall be replaced with/continued into one (1) share purchase warrant of Amalco.

Pursuant to the Business Combination, Marco intends to complete a private placement ("Private Placement") on amended terms than those previously announced on March 27, 2009. The Private Placement shall be for gross proceeds of a minimum of $500,000 and a maximum of $1,000,000 consisting of Marco Shares at a price of $0.10 per share. The Private Placement is expected to take place immediately prior to the closing of the Business Combination.

Marco may engage registered dealers to act as agent (the "Agent") of Marco in connection with the Private Placement which Agent may be paid a cash commission of up to 10%. The Agent may also be granted Marco New Agent's Options to purchase 10% of the number of Marco Shares sold under the Private Placement at a price of $0.10 per share for a period of 18 months from the closing of the Private Placement. The final structure of the Private Placement is still in discussion with potential Agents.

The proceeds of the Private Placement will be used to fund the projects described in the information circular of Marco dated August 21, 2009 and prepared in connection with the Business Combination (the "Information Circular").

The completion of the Business Combination is subject to the approval of the TSX Venture Exchange Inc. (the "TSX Venture") and all other necessary regulatory approval. The completion of the Business Combination is also subject to additional conditions precedent including shareholder approval of the Corporation for the Business Combination, the completion of the minimum Private Placement, the entering into of employment agreements with certain key personnel of Cobalt and certain other conditions.

Fox Project

Marco is pleased to announce that Cobalt has entered into an option agreement dated effective July 27, 2009 with a Kentucky corporation, which agreement grants Cobalt the option to acquire a 100% interest in a coal property (the "Fox Project") located in the coal producing region of eastern Kentucky, near Cobalt's regional headquarters in neighbouring West Virginia. The block of coal present on the 251 acre property is the Glamorgan Seam, which, according to the United States Geological Survey Bulletin 514 of 1912, is a seam with a history of producing metallurgical coal. Cobalt intends to continue its review of the property to determine whether it shall proceed with the lease acquisition of the property. Further information with respect to the Fox Project is available in the Information Circular.

Marco further announces that its application to the TSX Venture for an exemption from the Sponsorship requirements of the TSX Venture, in connection with the Business Combination, has been granted and that trading of the Marco Shares resumed on August 25, 2009.

Finally, Marco announces that the Information Circular of the Corporation describing the terms of the Business Combination has now been mailed to shareholders and has been posted on www.sedar.com. The annual and special meeting of Marco shareholders to consider, among other things, the approval of the Business Combination is set to be held on September 18, 2009.

As indicated above, completion of the Business Combination is subject to a number of conditions, including but not limited to, TSX Venture acceptance and shareholder approval. The Business Combination cannot close until the required shareholder approval is obtained. There can be no assurance that the Business Combination will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Information Circular of the Corporation to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither Cobalt nor Marco will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Marco and Cobalt.

The securities of Marco being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

Neither the TSX Venture nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Marco Polo Investments Ltd.
    Al J. Kroontje
    President
    (403) 215-4830 ext. 2025
    or
    Cobalt Blue Resources Inc.
    David M. Lewis
    President
    (403) 262-5510