Denovo Capital Corp.
TSX VENTURE : DVO

August 03, 2011 20:11 ET

Denovo Announces Completion of Private Placement of Approximately $41 Million in Subscription Receipts Pursuant to Proposed Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 3, 2011) - Denovo Capital Corp. (TSX VENTURE:DVO) ("Denovo" or the "Corporation") is pleased to announce that it has recently completed a previously announced non-brokered private placement financing (the "Private Placement") of 45,535,195 subscription receipts of the Corporation (the "Subscription Receipts") at a price of $0.90 per Subscription Receipt for aggregate gross proceeds of $40,981,675.50.

Each Subscription Receipt purchased under the Private Placement will entitle the holder to receive one unit (each, a "Unit") of the Corporation upon the satisfaction of certain release conditions ("Release Conditions"). Each Unit will consist of one common share (a "Common Share") in the capital of the Corporation after giving effect to a consolidation and one Common Share purchase warrant (a "Warrant"). The proposed consolidation will be completed on the basis of 0.65 (new) Common Shares for every one (old) common share of the Corporation. Each Warrant will entitle the holder to acquire one additional Common Share at an exercise price of $1.50 for the first two years following the satisfaction of the Release Conditions, subject to accelerate expiry in certain circumstances.

The subscription proceeds from the Private Placement will be held in escrow pending satisfaction of the Release Conditions, including obtaining regulatory approval and satisfying certain conditions to the completion of the previously announced proposed acquisition of all the issued and outstanding shares of Canmex Holdings (Bermuda) I Ltd. from Africa Oil Corp. (the "Acquisition").

The Corporation will pay finders' fees on a portion of the Private Placement consisting of the following:

  1. That number of non-transferable compensation option receipts ("Compensation Option Receipts") equal to 7% of the aggregate number of Subscription Receipts issued to subscribers to the Offering introduced by the finders to the Corporation and upon the conversion of Subscription Receipts and the provision of escrowed proceeds to the Corporation pursuant to a subscription receipt agreement between the Corporation and Computershare Trust Company of Canada, each Compensation Option Receipt shall automatically, for no additional consideration, be exchanged for Common Shares at a deemed price of $0.90 per Common Share; or
  2. At the election of each finder, an amount equal to 7% of the aggregate gross proceeds received pursuant to the Private Placement from subscribers introduced to the Corporation by such finder payable in cash; and
  3. If the Subscription Receipts do not convert, the Compensation Option Receipts will immediately become null and void and no Common Shares will be issued and no cash will be payable to the finders.

All securities issued pursuant to the Private Placement will be subject to a statutory hold period expiring December 3, 2011.

Other Information and Updates

Denovo's common shares are currently listed for trading on the TSX Venture Exchange (the "Exchange"). In accordance with Exchange policy, however, Denovo's common shares are currently halted from trading and will remain halted until such time as determined by the Exchange, which, depending on the policies of the Exchange, may not occur until the completion of the Acquisition.

Denovo and Africa Oil Corp. will continue to provide further details in respect of the Acquisition, in due course, by way of press releases.

Completion of the Acquisition is subject to a number of conditions, including but not limited to, Exchange acceptance. Where applicable, the Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be 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 a capital pool company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Denovo is a capital pool company under the policies of the Exchange. Denovo completed its initial public offering on October 5, 2010 and commenced trading on the Exchange on October 12, 2010.

Africa Oil Corp. is a Canadian oil and gas company with assets in Kenya, Ethiopia, Mali and Puntland (Somalia). Africa Oil's East African holdings are in what is considered a truly world-class exploration play fairway. The Company's total gross land package in this prolific region is in excess of 325,000 square kilometers. The East African Rift Basin system is one of the last of the great rift basins to be explored. New discoveries have been announced on all sides of Africa Oil's virtually unexplored land position including the major Albert Graben oil discovery in neighbouring Uganda. Similar to the Albert Graben play model, Africa Oil's concessions have older wells, a legacy database, and host numerous oil seeps indicating a proven petroleum system. Good quality existing seismic show robust leads and prospects throughout Africa Oil's project areas. The Company is listed on the TSX Venture Exchange and on First North at NASDAQ OMX-Stockholm under the symbol "AOI".

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.

Contact Information

  • Denovo Capital Corp.
    A. Murray Sinclair
    President and Chief Executive Officer,
    Chief Financial Officer and Director
    (604) 689-1428