SBI Skin Biology Incorporated

June 02, 2009 18:20 ET

SBI Skin Biology Incorporated: Acquisition of Realm Energy International Corporation-Reverse Takeover Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 2, 2009) -


SBI Skin Biology Incorporated (NEX:SBI.H) is pleased to announce that it has reached an agreement in principle with Realm Energy International Corporation ("Realm"), a closely-held technical services company serving the oil and gas sector, and Realm's shareholders, pursuant to which the Company will acquire all of the issued and outstanding shares of Realm (the "Acquisition"). The purchase price for the acquisition will be payable by the issuance of a total of 37.50 million common shares of the Company. The Acquisition will form the basis of the Company's reactivation from the NEX Board to the TSX-V, subject to the Company satisfying the TSX-V that it meets the "Tier 2" listing requirements for an issuer in the Industrial Issuer listing classification. The principal terms of the Acquisition are as follows:

1. the Company will issue 37.50 million common shares of the Company to Realm's shareholders, Craig Steinke and Ian Telfer;

2. after giving effect to the above-described share issuance, the Company's share capital will be consolidated on a 1 for 4 basis;

3. the Company will undertake a private placement financing pursuant to which it will raise gross financing proceeds of not less than $1.75 million by issuing common shares at an issue price of $0.10 per share (on a post-consolidated basis) (the "Financing");

4. the Company will change its name to "Realm Energy International Corporation";

5. upon completion of the proposed transactions, the directors of the Company will be Craig Steinke, Richard Whittall, James Elston and such other director or directors as may be agreed between the parties.

Upon the closing of the Acquisition and the Financing, Realm's shareholders, Craig Steinke and Ian Telfer, will own more than 50% of the issued and outstanding common shares of the Company and, consequently, the Acquisition will constitute a reverse takeover transaction.

Realm Energy International Corporation

Realm is a British Columbia company, incorporated in 2006. It is in the initial stages of assessing the potential for economic production from shale gas plays outside of North America for investment and ultimately development. Realm is not a conventional gas E&P company. Rather, Realm's plan is to work with other companies in providing the following kinds of technical and consulting services:

- development of a world-class international shale gas database and a collection of other related strategic information on sedimentary basins with high shale gas prospectivity;

- use its value-added database and other strategic information to identify large tracts of land, the shale gas rights on which can be locked-up relatively quickly and inexpensively;

- address for gas exploration companies threshold legal issues in the relevant jurisdictions in order to facilitate shale gas property acquisition and subsequent gas E&P activities;

- license access to portions of its shale gas database to conventional gas E&P companies;

- identify and introduce gas exploration companies to joint venture opportunities;

- identify and lock-up significant land positions that can be parceled out to senior natural gas E&P companies; and

- seek deals with senior natural gas E&P companies by providing drilling targets and related target data and intelligence,

in return for consideration in the form of cash payments, minority equity interests, carried property interests and/or royalties.

As part of its business development plan Realm has engaged a worldwide technical services company to conduct a three-phase international program between April and September 2009. These resource plays, while well established in the US and Canada, are in their infancy in other areas of the world.

Completion of the Acquisition and the Financing is subject to a number of conditions, including TSX-V acceptance ("Exchange Approval") and shareholder approval of the material terms of the Acquisition as outlined above. The Acquisition cannot close until the required Exchange Approval and shareholder approval are obtained. There can be no assurance that the Acquisition or the Financing will ever be completed as described herein or at all.

The common shares of the Company will remain halted until certain requirements of the TSX-V in connection with the Acquisition have been satisfied.

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


H. Rick Gill, President, CEO & Director

Cautions Regarding Forward-looking Statements

This press release contains certain "forward-looking statements within the meaning of Canadian securities legislation, relating to the proposed Acquisition and Financing (as defined above). Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "aims", "potential", "goal", "objective", "prospective", and similar expressions, or that events or conditions "will", "would", "may", "can", "could" or "should" occur. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include, but are not limited to, the Company's inability to secure the Exchange Approval or shareholder approval required to complete the Acquisition, or subscriptions from investors to complete the Financing.


The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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