Kristina Capital Corp.

Black Marlin Energy Holdings Limited

March 19, 2010 13:34 ET

Black Marlin Energy Holdings Limited (Formerly Kristina Capital Corp.) Announces Completion of Acquisition of Black Marlin Energy Limited

CALGARY, ALBERTA--(Marketwire - March 19, 2010) -


BLACK MARLIN ENERGY HOLDINGS LIMITED (FORMERLY KRISTINA CAPITAL CORP.) (the "Corporation") (TSX VENTURE:BLM) is pleased to announce that on March 18, 2010 it completed the previously announced acquisition of all of the issued and outstanding securities of Black Marlin Energy Limited ("BMEL"). The acquisition of BMEL (the "Transaction") constitutes the "Reverse Take Over" of the Corporation, pursuant to the policies of the TSX Venture Exchange Inc. (the "Exchange"). Final approval of the Exchange is subject to the Corporation fulfilling all of the requirements of the Exchange.

Pursuant to the Transaction, a wholly-owned subsidiary of the Corporation incorporated in the British Virgin Islands and established solely for the purposes of participating in the Transaction, merged with BMEL, with all of the outstanding common shares of BMEL (the "BMEL Shares") being exchanged for common shares in the capital of the Corporation (the "Common Shares") on a one for one basis at the deemed price of $0.50 per Common Share, resulting in BMEL becoming the wholly-owned subsidiary of the Corporation. 

Prior to the Transaction, the Corporation received shareholder approval to consolidate the common shares of the Corporation on a two for one basis, to continue from the Province of Alberta and into the British Virgin Islands, and to change the name of the Corporation to "Black Marlin Energy Holdings Limited".

A total of 134,252,458 BMEL Shares were issued and outstanding immediately prior to the completion of the Transaction, which shares were exchanged for 134,252,458 Common Shares pursuant to the Transaction, resulting in BMEL becoming a wholly-owned subsidiary of the Corporation. Following the completion of the Private Placement (defined below) and the Transaction, a total of 202,494,458 Common Shares are issued and outstanding. 

A total of 60,322,459 Common Shares were issued pursuant to the Transaction to RAKGAS International FZ and Jeffrey Hume, who now beneficially own and have control over 39,780,401 Common Shares and 20,542,058 Common Shares representing 19.6% and 10.2% respectively, of the issued and outstanding shares of the Corporation.

Please refer to the management information circular of the Corporation dated November 25, 2009, which is available on SEDAR at, for additional information in respect of the Transaction, the Corporation and BMEL.

BMEL Private Placement - Escrow Release

Prior to the completion of the Transaction, BMEL completed a brokered private placement ("Private Placement") for aggregate gross proceeds of CDN$28.2 million, through the issuance of 56.4 million subscription receipts (the "Subscription Receipts") at a price of CDN$0.50 per subscription receipt. As part of the Private Placement, Black Marlin also settled outstanding indebtedness of $1.9 million through the issuance of Subscription Receipts at deemed prices of $0.50 per Subscription Receipt for a total of 3.8 million Subscription Receipts (the "Debt Settlement"). Each Subscription Receipt entitled the holder to one BMEL Share without payment of additional consideration immediately preceding the closing of the Transaction, as all conditions precedent to the completion of the Transaction were met or waived.

GMP Securities L.P. acted as the lead agent for a syndicate of agents consisting of Haywood Securities Inc. and Mackie Research Capital Corporation for the brokered portion of the Private Placement that resulted in gross proceeds of $28.2 million. In connection with completion of the Transaction, the Subscription Receipts were deemed exercised and holders thereof were issued one free trading Common Share for each Subscription Receipt held and escrowed Subscription Receipts proceeds were released to the Corporation. The net proceeds of the Private Placement will be used to develop BMEL's oil and gas prospects in Africa, and for working capital and general corporate purposes.

Management of Resulting Issuer

Concurrent with the completion of the Transaction, the Board of Directors of the Corporation and its executive team were re-constituted. The Board of Directors of the Corporation is now comprised of Richard Schmitt, Murray Atkins, Ruurd Abma, Robert McBean and Nigel Barker. The executive of the Corporation is now comprised of Richard Schmitt as the President and Chief Executive Officer, Manoj Agarwala, as the Chief Financial Officer, Mike Watson as the Chief Operating Officer of UPSL, a subsidiary of BMEL, and Chris McLean as Corporate Secretary.

After giving effect to the Transaction, the directors and officers of the Corporation, as a group, beneficially own and have control over 6,218,750 Common Shares, representing 3.1% of the issued and outstanding shares of the Corporation.

The Corporation expects that its shares will trade on the Exchange under the symbol "BML" at the opening on March 22, 2010.

Final completion of the Transaction is subject to a number of conditions, including but not limited to, final Exchange acceptance. 

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

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