Drako Capital Corp.
TSX VENTURE : DKC.P

February 27, 2012 19:32 ET

Drako Capital Corp. Announces Completion of Qualifying Transaction and Concurrent Financing

CALGARY, ALBERTA--(Marketwire - Feb. 27, 2012) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Drako Capital Corp. (the "Corporation" or "Drako") (TSX VENTURE:DKC.P) is pleased to announce the completion of the previously announced "Qualifying Transaction" of the Corporation within the meaning of Policy 2.4 of the TSX Venture Exchange (the "Exchange"), whereby pursuant to a farmout and participation agreement (the "Farmout and Participation Agreement") between Drako and Manitok Energy Inc. (the "Farmor"), Drako has agreed to participate in a three (3) well drilling program with the Farmor (the "Qualifying Transaction"), as more particularly described in the press releases of the Corporation dated December 14, 2011 and February 16, 2012 and as described in the filing statement ("Filing Statement") of the Corporation dated February 16, 2012 which is available under the Corporation's SEDAR profile at www.sedar.com.

Management, Directors and Insiders

In connection with the completion of the Qualifying Transaction, the board of directors of the Corporation (the "Board of Directors") has appointed Robin Day as a director of the Corporation. Mr. Day has over 30 years of experience in the natural resource sector.

In connection with the completion of the Qualifying Transaction, Omar L. Quiroz, resigned from the Board of Directors and a corporation controlled by Mr. Quiroz has sold and transferred in escrow to William Guinan, a director of Drako, 1,333,333 common shares in the capital of Drako ("Common Shares") at the cost amount thereof, being $0.05 per share.

All of the other current directors and officers of the Corporation shall remain in place following the completion of the Qualifying Transaction.

Private Placement

Concurrently with the closing of the Qualifying Transaction, the Corporation has closed its previously announced non-brokered private placement of 8,165,000 Common Shares at a price of $0.20 per share for aggregate gross proceeds of $1,633,000 (the "Private Placement"). The Corporation will use the net proceeds from the Private Placement to finance the drilling and related expenditures associated with the Qualifying Transaction.

The Common Shares issued pursuant to the Private Placement are subject to a four month hold expiring June 28, 2012. Finder fees in the aggregate amount of $65,150 representing 7% of the aggregate gross proceeds of certain of the Common Shares issued by the Corporation were paid in cash to certain finders in connection with the Private Placement.

Trading of Common Shares

It is currently anticipated that trading of the Common Shares on the Exchange will recommence on or about March 2, 2012 under the symbol DKC.

Option Grants

As disclosed in the Filing Statement, a total of 1,025,000 incentive stock options were granted in connection with the Qualifying Transaction to directors and officers of the Corporation pursuant to the Corporation's stock option plan. Each option entitles the holder to purchase one Common Share at $0.20 for a period of five years, subject to vesting over a two year period with 1/3 vesting on the date of grant, 1/3 vesting on the first anniversary date and 1/3 on the 2nd anniversary date.

Mr. Robert Dales now holds 1,850,000 Common Shares and 345,000 options, representing 9.80% of the outstanding Common Shares or 11.42% assuming the exercise of all of his options and without giving affect to the exercise of any other convertible securities. Mr. William Guinan now holds 1,808,333 Common Shares and 275,000 options, representing 9.58% of the outstanding Common Shares or 10.88% assuming the exercise of all of his options and without giving affect to the exercise of any other convertible securities.

Forward-Looking Information Cautionary Statement

Certain statements contained in this release constitute forward-looking information. These statements relate to future events or the Corporation's future performance. The use of any of the words "could", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, the Corporation's stated expectation as to the drilling and other operations contemplated under the Farmout and Participation Agreement and the anticipated costs of the three (3) well drilling program provided for thereunder are statements containing forward-looking information. Various risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: conditions imposed by the Exchange; changes in tax laws; general economic and business conditions; and changes in the regulatory environment. The Corporation disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events, or otherwise, except as may be expressly required by applicable securities laws.

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

Contact Information

  • Drako Capital Corp.
    Robert J. Dales
    President and Chief Executive Officer
    (403) 690-3884