Yonge Street Capital Corp.

August 27, 2009 16:30 ET

Yonge Street Capital Corp. Has Signed LOI With Endeavour Energy Ltd.

TORONTO, ONTARIO--(Marketwire - Aug. 27, 2009) - Yonge Street Capital Corp. ("Yonge Street" or the "Company") (NEX BOARD:YSC.H) is pleased to announce that it has entered into a letter of intent with Endeavour Energy Ltd. ("Endeavour") dated as at July 14, 2009 (the "LOI") to complete an arm's-length reverse take-over (the "Proposed Transaction") to acquire all of the shares of Endeavour Energy (Bengkulu) Pty Ltd. ("EEBPL") to continue EEBPL's oil and gas exploration business in Indonesia.

About the Proposed Transaction

The Proposed Transaction would result in Yonge Street and EEBPL combining pursuant to a reverse take-over transaction (the "RTO") by an acquisition of 100% of EEBPL by Yonge Street from Endeavour. The resulting issuer would be renamed Kew Energy Limited.

Yonge Street has approximately 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 "Exchange"). The Company has a stock option plan and there are 302,875 exercisable options outstanding under such plan with an exercise price of $0.20 per share. There are no other exercisable rights, warrants or options currently outstanding to acquire shares of the Company.

As part of the completion of the RTO, it is proposed that Endeavour (or its nominees) receive 36,105,936 common shares of Yonge Street (approximately 92.7% of the outstanding shares, or approximately 92% fully diluted, before dilution to a financing) in exchange for the shares of EEBPL. Endeavour is a reporting, unlisted Australian company.

The Proposed Transaction is conditional upon due diligence by each party, the raising of adequate financing for listing, regulatory and stock exchange approvals. As well, completion of the transaction is subject to such other approvals as may be required by applicable corporate or securities laws.

GordAu Investment Management Inc., of Vancouver, B.C. has acted as a consultant to Endeavour in respect of this and other matters, and will be entitled to receive 300,000 common shares of Yonge Street upon completion of the Proposed Transaction.

On completion of the Proposed Transaction, the resulting issuer will be an oil and gas company with current ongoing exploration in Indonesia. Further information on the business of EEBPL is detailed below.

About Yonge Street

Yonge Street is a company incorporated under the Canada Business Corporations Act. It is a reporting issuer in the Provinces of Alberta, British Columbia, Manitoba, and Ontario.

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.


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

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

Business of EEBPL

EEBPL owns a 100% working interest in the Bengkulu PSC ("Production Sharing Contract") in Sumatra, Indonesia which allows it the rights to expore and exploit the hydrocarbons within the PSC. The original Bengkulu PSC covered 6,310.65 km2 ( 1,559,387 acres) since 35 % of the area has been relinquished, as required by the PSC, the current area is now 4,101.92.94 km2 (1,013,602 acres). The Bengkulu PSC consists of both onshore and offshore portions.

Two prospects and one lead have been identified onshore as well as several more structures of interest offshore. The current 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 possible.

The PSC contract was awarded in October 2005. The exploration phase of the contract is 6 years, extendable to 10 years. If commercial production is developed, rights will extend to October 2035.

An Independent Technical Expert report was prepared on the Bengkulu PSC by Chapman Petroleum Engineering Ltd. Of Calgary AB Canada, in July 2009 in compliance with Canadian National Instrument 51-101 required for public reporting Issuers in Canada. The Independent NI 51-101 report estimates an undiscounted risked value of US$311 million subject to probability estimates.

Management and Board of Directors of the Resulting Issuer

Upon completion of the Proposed Transaction, the board of directors will be replaced with directors nominated by Endeavour, and reasonably acceptable to the applicable stock exchange.

General Qualifications

Completion of the 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 transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

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