Jomar Capital Corp.
TSX VENTURE : JOE.P

January 10, 2011 13:29 ET

Jomar Capital Announces Private Placement

CALGARY, ALBERTA--(Marketwire - Jan. 10, 2011) -

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

Jomar Capital Corp. ("Jomar") (TSX VENTURE:JOE.P) is pleased to announce that in connection with its previously announced business combination ("Business Combination") with Online Energy Inc. ("Online"), it intends to complete a non-brokered private placement (the "Private Placement") of up to 25,000,000 common shares ("Common Shares") in the capital of Jomar at a price of $0.08 per Common Share for aggregate gross proceeds of up to $2,000,000.

Closing of the Private Placement is expected to occur on or about January 20, 2011, and is subject to customary conditions and regulatory approvals, including the approval of the TSX Venture Exchange ("TSX Venture"). The gross proceeds of the Private Placement will be used to fund the initial capital program of the resulting issuer from the Business Combination and for general corporate purposes.

Business Combination

As previously announced on September 23, 2010 and November 19, 2010, the Business Combination, if completed, is expected to constitute Jomar's qualifying transaction for purposes of Policy 2.4 of the TSX Venture Corporate Finance Manual. The parties intend to complete the Business Combination by way of a three-cornered amalgamation, wherein a wholly-owned subsidiary of Jomar will amalgamate with Online and continue as one company under the Business Corporations Act (Alberta).

Other Matters

Trading of the Common Shares will not resume until all documents required by the TSX Venture have been filed. Jomar will issue a further news release when the TSX Venture has received the necessary documentation and trading of the Common Shares is to resume. It is currently anticipated that closing of the Private Placement and the Business Combination will occur on or about January 20, 2011.

Forward Looking Information

The completion of the Private Placement and the Business Combination are subject to a number of conditions, including but not limited to, TSX Venture acceptance. There can be no assurance that the Private Placement and the Business Combination will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement of Jomar to be prepared in connection with the Business Combination, any information released or received with respect to the Private Placement or the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of Jomar should be considered highly speculative.

This press release contains certain forward-looking statements (forecasts) under applicable securities laws relating to future events or future performance. Forward-looking statements are necessarily based upon assumptions and judgements with respect to the future including, but not limited to, the outlook for commodity markets and capital markets, the performance of producing wells and reservoirs, well development and operating performance, general economic and business conditions, weather, the regulatory and legal environment and other risks associated with oil and gas operations. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "projects", "plans", "anticipates" and similar expressions. These statements represent management's expectations or beliefs concerning, among other things, future operating results and various components thereof affecting the economic performance of Online and Jomar. Undue reliance should not be placed on these forward-looking statements which are based upon management's assumptions and are subject to known and unknown risks and uncertainties, including the business risks discussed above, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Accordingly, readers are cautioned that events or circumstances could cause results to differ materially from those predicted.

In particular, this press release may contain forward looking statements pertaining to the following:

  • the completion of the Private Placement;
  • the use of proceeds from the Private Placement;
  • the completion of the Business Combination; and
  • treatment under governmental regulatory regimes.

Online's and Jomar's actual results could differ materially from those anticipated in the forward looking statements contained throughout this press release as a result of the material risk factors set forth below, and elsewhere in this press release:

  • volatility in market prices for oil and natural gas;
  • liabilities inherent in oil and natural gas operations;
  • uncertainties associated with estimating oil and natural gas reserves;
  • competition for, among other things, capital, acquisitions of reserves, undeveloped lands and skilled personnel;
  • incorrect assessments of the value of acquisitions and exploration and development programs;
  • geological, technical, drilling and processing problems;
  • fluctuations in foreign exchange or interest rates and stock market volatility;
  • failure to realize the anticipated benefits of acquisitions;
  • general business and market conditions; and
  • changes in income tax laws or changes in tax laws and incentive programs relating to the oil and gas industry.

These factors should not be construed as exhaustive. Unless required by law, neither Jomar nor Online undertakes any obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The Subscription Receipts offered and the underlying Online Common Shares have not 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 many not be offered or sold in the United States except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable states securities laws.

Neither the TSX Venture Exchange nor its Regulation Service 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

  • Jomar Capital Corp.
    Theodore Rousseau
    President
    (780) 489-8334
    or
    Online Energy Inc.
    Steve Dabner
    President
    (403) 510-0155