Focused Capital II Corp.

July 08, 2012 23:16 ET

Focused Capital II Corp. Announces Proposed Qualifying Transaction With United Hydrocarbon International Corp.

TORONTO, ONTARIO--(Marketwire - July 8, 2012) - Focused Capital II Corp. ("Focused Capital II") (TSX VENTURE:FAV.P), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") for the arm's length acquisition of 100% of the common shares of United Hydrocarbon International Corp. ("UHI"), a company incorporated under the laws of Canada. Pursuant to the terms of the LOI and subject to completion of certain conditions precedent, including, completion by UHI of a private placement for approximately $100 million, satisfactory due diligence, execution of a definitive agreement and receipt of all necessary regulatory and Exchange approvals, the proposed acquisition of UHI will qualify as Focused Capital II's "Qualifying Transaction" as defined by Exchange Policy 2.4.

About United Hydrocarbon International Corp.

UHI is a private international oil and gas company engaged in the acquisition, exploration, development and exploitation of petroleum assets in the Republic of Chad, Africa. UHI has recently entered into a production sharing contract with the government of the Republic of Chad covering approximately 5.3 million acres across four blocks. Included in the production sharing contract are four oil discoveries and a comprehensive exploration data base relinquished by a major oil company. UHI is headquartered in Canada and has a management team with extensive experience identifying, acquiring, financing, exploring and developing oil and gas assets in Africa.

About Focused Capital II Corp.

Focused Capital II, a capital pool company within the meaning of the policies of the Exchange, was listed on the Exchange on December 28, 2011. Focused Capital II does not have any operations and has no assets other than cash. Focused Capital II's business is to identify and evaluate businesses and assets with a view to completing a qualifying transaction under the policies of the Exchange.

Trading of the common shares of Focused Capital II remains halted in connection with the dissemination of this press release, and will recommence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Exchange Policy 2.4. Further details of the proposed transaction, including the consideration to be paid, will follow in future press releases.

The information provided in this press release regarding UHI and its management has been provided to Focused Capital II by UHI and has not been independently verified by Focused Capital II.

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 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.

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although Focused Capital II and UHI believe that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, Focused Capital II and UHI disclaim any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.

Neither 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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