Yonge Street Capital Corp.
NEX BOARD : YSC.H

September 28, 2009 21:29 ET

Yonge Street Capital to Complete Acquisition of Indonesian Oil & Gas Interests / List on CNSX / Delist From TSXV/NEX

TORONTO, ONTARIO--(Marketwire - Sept. 28, 2009) – Yonge Street Capital Corp. (NEX BOARD:YSC.H) ("Yonge Street" or the "Company") is pleased to announce that it expects to complete shortly its previously announced acquisition of Endeavour Energy (Bengkulu) Pty Ltd. ("EEB"), a private Australian company exploring for oil and gas in Sumatra, Indonesia. The Company has entered into a definitive agreement with Endeavour Energy Ltd. ("Endeavour") dated as at September 8, 2009 (the "Agreement") pursuant to which the Company has agreed to acquire from Endeavour all of the shares of EEB in exchange for shares in the capital of the Company (the "Transaction"). The Transaction has been negotiated at arm's-length and will constitute a reverse take-over for accounting purposes.

In connection with the Transaction, Yonge Street has applied to voluntarily delist its common shares from the NEX board of the TSXV and to list the shares of the post- Transaction company on the Canadian National Stock Exchange (CNSX). CNSX has granted its conditional acceptance for such listing. It is expected that Yonge Street will delist from NEX concurrent with the listing on CNSX so that there is no gap in a trading market for the shares. All actions to complete the Transaction have been completed in escrow and the Transaction will automatically complete and be effective upon the delisting from the NEX board. Upon delisting from NEX, Yonge Street will cease to be a capital pool company, and in accordance with the policies of the TSXV, 525,000 shares held by directors and former directors of Yonge Street will be cancelled.

As a former capital pool company, unless approval by a majority of Non-Arms Length Parties to the Company is received within 90 days of its delisting from the NEX board, Yonge Street will be required to be wound up and to liquidate and distribute its remaining assets, on a pro rata basis, to its shareholders. Yonge Street intends to seek such approval from its shareholders within the 90 day period.

About the Transaction

The Transaction contemplates Yonge Street and EEB combining pursuant to a reverse take-over transaction with Yonge Street acquiring 100% of EEB from Endeavour. Under the Agreement, Endeavour (or its nominees) will receive 36,580,936 common shares of Yonge Street (approximately 92.7% of the currently outstanding shares, or approximately 92% fully diluted, before the planned concurrent financing described below) in exchange for the shares of EEB. Endeavour is a reporting, unlisted Australian company.

Yonge Street currently has 2,503,750 common shares issued and outstanding. The Company's shares are currently listed for trading on the NEX board of the TSX Venture Exchange (the "TSXV"). The Company also has 302,875 common shares reserved for issuance upon the exercise of stock options granted under the Company's stock option plan, each option exercisable at a price of $0.20 per share. There are no other exercisable rights, warrants or options currently outstanding to acquire shares of the Company.

In conjunction with the Transaction, Yonge Street is raising gross proceeds of approximately $2,000,000 in a concurrent private placement. Up to 5,720,000 common shares are being offered in the placement at a price of $0.35 per share. Yonge Street has entered into a Standby Purchase Agreement with Lainston Capital Pte. Ltd. ("Lainston"), a Singapore-based investment company, whereby Lainston has agreed to purchase or cause to be purchased all shares offered by Yonge Street that are not taken up by other subscribers. For providing this standby commitment, Lainston is to receive a fee equal to 8% of the total gross proceeds raised in the offering and be issued 1,500,000 transferable warrants, each warrant entitling the holder to purchase one common share for $0.65 per share for a period of 12 months from closing.

Upon completion of the Transaction but prior to the completion of the private placement, the only known person who will hold, directly, or directly, more than 10% of the shares of Yonge Street will be Alan W. Morrison, Jakarta, Indonesia (20.7%) (intended Chief Executive Officer of Yonge Street following completion of the Transaction).

On completion of the Transaction, the Company will continue the business currently conducted by EEB, being an oil and gas company with current ongoing exploration in Indonesia. Further information on the business of EEB is detailed below.

About Yonge Street

Yonge Street was incorporated under the Canada Business Corporations Act and is a reporting issuer in the Provinces of Alberta, British Columbia, Manitoba, and Ontario. Yonge Street did not conduct any previous business other than investigating assets or businesses to acquire in accordance with the TSXV's CPC program.

Further information concerning Yonge Street can be found in the prospectus of Yonge Street dated March 27, 2006 and is available at www.sedar.com.

About EEB

The following information relating to EEB has been provided to the Company by EEB.

EEB is a company incorporated in Australia with an operational main office in Jakarta Indonesia. It is a wholly owned subsidiary of Endeavour.

Business of EEB

EEB owns a 100% working interest in the Bengkulu PSC ("Production Sharing Contract") in Sumatra, Indonesia which allows it the rights to explore and exploit the hydrocarbons within the PSC. The Bengkulu PSC covers 4,101.92.94 km2 (1,013,602 acres) and consists of both onshore and offshore portions. The Bengkulu PSC was awarded on October 5, 2005 and is for a period of 30 years.

Two prospects and one lead have been identified onshore as well as several more structures of interest offshore. Subject to additional funding (in addition to the $2.0 million private placement), the planned work program is to drill 3 onshore wells in early 2010 and to identify offshore well locations to drill in 2011.

The expected product from successful wells is light crude oil, although gas and NGLs are also possible.

An independent technical report in compliance with Canadian National Instrument 51- 101 has been prepared on the Bengkulu PSC by Chapman Petroleum Engineering Ltd. of Calgary, AB Canada in which prospective resources are evaluated. A copy of the report will be filed and publicly on SEDAR and the CNSX website in conjunction with the completion of the Transaction.

No reserves have been assigned to EEB's Bengkulu PSC and there is no guarantee that reserves will be identified thereon.

Management and Board of Directors

Two outside directors of Yonge Street, Terry Good and John Delf have tendered their resignations as directors.

Upon completion of the Transaction, the board of Yonge Street will be comprised of the following persons:

Alan W Morrison – Chief Executive Officer and Director (Full Time)

Alan has 27 years experience in the oil and gas and mining sectors. Alan received a B.Sc. in Electrical and Electronic Engineering from the University of Strathclyde in Scotland in 1982. Following this he worked for major international construction and engineering companies on projects in Asia and UK. Alan has experience working on projects for Bechtel, Fluor Daniel, Global Engineering, British Gas, Woodside, BP, and Esso. Alan holds dual Australian and British nationality and has over 20 years experience working and running business in Indonesia, Australia, UK and Asia. Alan is also Managing Director and General Manager of Endeavour Energy (Bengkulu) Pty Ltd. Alan speaks fluent Bahasa Indonesian.

Iain Steele – Chief Financial Officer and Director

Iain has a Diploma in Management Studies from the Polytechnic of Central London, Diploma in Marketing (DMS) from British Institute of Marketing and a Master of Arts (Honours) from Edinburgh University. Iain is currently the Australia and New Zealand Country Manager for Scottish Development International - the economic development agency for Scotland. Iain has over 30 years experience in company management and has extensive experience as a company director in private and publicly-listed companies. His previous directorships have included Non-Executive Chairman of Connexion Ltd, Director of ACL-Global Pte Ltd, Development Director of Sharinga Networks Inc. (San Bruno), Director Partner Development - BT/Concert (Sydney, Business Development Director BT/ Syncordia (Hong Kong). Iain is originally from Scotland but now lives in Australia.

Nigel Fletcher – Non-Executive Director

Nigel graduated with B.Sc. (honours) in Mining Engineering from the University of Newcastle upon Tyne in UK in 1982. Nigel has 24 years experience in the Middle East, Indonesia, Philippines, China and Australia as a Petroleum Engineer and Well Completions / Well Test specialist. Nigel has previously worked for ConocoPhillips, Unocal, Santos, BP, ARCO, Schlumberger and Flopetrol. Nigel is originally from UK but now lives in Australia.

Gerald Ruth – Director

Gerald is currently the President and Chief Executive Officer of Yonge Street and has served and continues to serve as an independent Corporate Finance Consultant and a director of a number of private and public companies from 2003 to present. Gerald was the Director Listings, Toronto Stock Exchange, from 1997 – 2003. Mr. Ruth was employed in private practice with KPMG Peat Marwick and Coopers and Lybrand, where he obtained his Chartered Accountant designation in 1983. Mr. Ruth received a Bachelor of Business Administration (Honors) from Wilfrid Laurier University.

General Qualifications

Completion of the Transaction is subject to a number of conditions, including but not limited to the delisting of the Company's shares from NEX. Until completed, there can be no assurance that the Transaction will be completed as proposed or at all.

 

Neither of the TSX Venture Exchange or the Canadian National Stock Exchange have in any way passed upon the merits of the Transaction and neither has approved nor disapproved the contents of this press release.

Contact Information

  • Yonge Street Capital Corp.
    Gerald Ruth
    President & CEO
    416-899-3304