Jomar Capital Corp.
TSX VENTURE : JOE.P

December 15, 2010 11:33 ET

Jomar Capital Corp. and Online Energy Inc. Announce Completion of Brokered Financing

CALGARY, ALBERTA--(Marketwire - Dec. 15, 2010) -

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) and Online Energy Inc. ("Online") are pleased to announce that Online has successfully closed a previously announced financing which was led by Wellington West Capital Markets Inc. (the "Agent"). A total of 7,632,000 subscription receipts (the "Subscription Receipts") were issued at a price of $1.30 per Subscription Receipt and a total of 115,300 common shares were issued on a "flow-through" basis ("Flow-Through Shares") at a price of $1.55 per Flow-Through Share for aggregate gross proceeds of $10,100,315 (the "Offering"). Online may hold one or more closings to satisfy additional subscriptions for Subscription Receipts and Flow-Through Shares.

The net proceeds of the Subscription Receipt financing will be used to fund the cash portion of the purchase price payable by Online for certain producing oil and gas assets in the greater Paddle River area of central Alberta and approximately 15,200 net acres of associated undeveloped land (collectively, the "Acquisition") from a public oil and gas company, Online's initial capital program and for general corporate purposes. Proceeds from the sale of the Flow-Through Shares will be used to fund ongoing exploration activities that will qualify as Canadian Exploration Expense, which will be renounced to the subscribers effective for the 2010 taxation year.

The gross proceeds from the sale of the Subscription Receipts will be held in escrow pending the completion of the Acquisition and the previously announced qualifying transaction with Jomar (the "Business Combination"). If the Acquisition and Business Combination are completed on or before January 31, 2011, the proceeds will be released to Online. If the Acquisition and Business Combination are not completed on or before January 31, 2011, or the definitive agreement in respect of either of the Acquisition or the Business Combination is terminated at an earlier time, holders of Subscription Receipts will receive a cash payment equal to the offering price of the Subscription Receipts and any interest that was earned thereon during the term of the escrow.

Upon satisfaction of the conditions relating to the release of the proceeds of the sale of the Subscription Receipts from escrow, each Subscription Receipt shall be deemed to be exercised, for no additional consideration and requiring no action on the part of the holder thereof, for one common share of Online ("Online Share"). In addition, all Online Shares issued pursuant to the Offering shall be exchanged for common shares of Jomar pursuant to the Business Combination and on the same basis as all other holders of Online Shares.

Reader Advisory

Completion of the Business Combination is subject to a number of conditions, including but not limited to, the Exchange acceptance and Online shareholder approval. The Business Combination cannot close until the required Online shareholder approval is obtained. There can be no assurance that 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 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 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
    (403) 816-1947
    or
    Online Energy Inc.
    Steve Dabner
    President
    (403) 510-0155