Capricorn Business Acquisitions Inc.

April 05, 2012 15:16 ET

Capricorn Enters Into Letter of Intent With Energex Petroleum Inc.

TORONTO, ONTARIO--(Marketwire - April 5, 2012) - Capricorn Business Acquisitions Inc. (TSX VENTURE:CAK.P) ("Capricorn"), a capital pool company, is pleased to announce that on March 26, 2012 it has entered into an arm's length binding letter of intent (the "Agreement") with Energex Petroleum Inc. ("Energex") to acquire all of the issued and outstanding securities of Energex by way of Energex amalgamating with a wholly-owned subsidiary of Capricorn ("Amalgamation"). The proposed transaction will constitute the Company's Qualifying Transaction (the "Qualifying Transaction" or "QT") under the policies of the TSX Venture Exchange (the "Exchange"). Following completion of the Qualifying Transaction, it is anticipated that the resulting issuer will be a Tier 2 oil and gas exploration company.

Transaction Summary

Under the terms of the Agreement, as consideration for the amalgamation, Capricorn is expected to issue to the existing shareholders of Energex a total of 31,883,333 common shares in the capital of Capricorn ("Capricorn Shares") and 2,500,000 Capricorn Share purchase warrants ("Capricorn Warrants") exercisable into Capricorn Shares at a price of $0.20 per Capricorn Share. Energex is also currently undertaking a financing (the "Pre-QT Financing"), which may result in the issuance of up to 5,000,000 Capricorn Shares, 2,500,000 Capricorn Warrants exercisable into Capricorn Shares at a price of $0.20 and 400,000 broker warrants, each exercisable into one Capricorn Share and one half of one Capricorn Warrant at a price of $0.09. The parties intend to complete a further financing concurrent with the closing of the Qualifying Transaction (the "Concurrent Financing"), the terms of which will be determined at a later date, in order to ensure that the resulting issuer meets the minimum listing requirements of the Exchange.

Prior to the completion of the Qualifying Transaction, and subject to the receipt of shareholder approval, Capricorn is expected to complete a share consolidation (the "Capricorn Share Consolidation") of the Capricorn Shares on a 1.6 old shares for one (1) new share basis.

Additional Information

Capricorn will issue a more comprehensive news release concerning the Qualifying Transaction as soon as further details become available.

Completion of the Qualifying Transaction is subject to a number of conditions, including, but not limited to, Exchange acceptance, completion of the pre-QT Financing and the Concurrent Financing on terms acceptable to the parties and the Exchange, completion of satisfactory due diligence reviews, and receipt of all requisite board and shareholder approvals. There can be no assurance that the Qualifying Transaction will be completed on the terms proposed, or at all.

About Energex Petroleum Inc.

Energex's portfolio consists production and potential storage plays in the counties of Oakland, Macomb, and St. Clair, in the state of Michigan, and an exploration project - Tilbury Field, located in Kent County, Ontario.

Michigan: Adisson Field - comprised of 256 acre land package with 4 wells requiring re-entry, and including an extensive oil battery on 5 acres. A 51-101 engineering report prepared by AJM Petroleum Consultants reflects 2.8 MMBOE in place with remaining 2P reserves estimated at 81.2 MBBL with an NPV10 of $2.8 million. The management believes that reworking the field is expected to establish a production base of 60-80 BBL/D and that further potential exists for secondary recovery. The pinnacle reef structure provides the future opportunity for a gas storage facility.

Big Hand Reef - comprised of a shallow Niagaran reef with potential oil production and gas storage.

DeWald Reservoir - containing 2 wells potentially suitable for gas storage

Ontario: Tilbury Field - comprised of approximately 12,500 of onshore and offshore acres with 11 wells on the north shore of Lake Erie, Ontario. Historical cumulative gas production from the field is 277 Bcf and it is believed there is a strong possibility of undeveloped reserves as defined by Energex's proprietary seismic data. Energex owns approximately 216 km of proprietary 2D seismic data (including 96 km offshore) and intends to complete a 3D Seismic survey allowing it to identify low-risk targets for vertical wells. There are a number of companies in the area that are producing oil from Trenton-Black River and Cambrian formations. In their 51-101 report Chapman Petroleum Engineering estimates the gross unrisked resource of the Energex land package at 2,082 MBBL of oil and 2,226 MMCF of gas with an NPV10 of $83 million. Relatively inexpensive vertical wells will allow the Company to increase the reserves at a relatively low-cost and continue building production organically.

Dr. Ian M. Colquhoun, Ph.D., P.Geo. the Qualified Person as defined by National Instrument ("NI") 51-101, has reviewed and approved the technical information contained in this press release.

About Capricorn

The Company is a TSX Venture Exchange listed company and classified as a Capital Pool Corporation as defined in the TSX Venture Exchange Policy 2.4 by raising $574,400 in conjunction with its Initial Public Offering in March 9, 2010. The Company's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction within the meaning of Exchange policies. As a result of failure to close a qualifying transaction by March 9, 2012, the Company's shares were suspended from trading on the TSX Venture Exchange effective March 12, 2012.

The information disclosed in this press release regarding Energex was provided by Energex without review or investigation by Capricorn, and as such, Capricorn does not accept any responsibility for the accuracy of such disclosure.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward Looking Statements

This press release contains "forward-looking information", as such term is defined in applicable Canadian securities legislation. There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information in this press release is made as of the date of this press release, and Capricorn disclaims any intention or obligation to update or revise such information, except as required by applicable law.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the 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. Neither TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release.

Contact Information