Jomar Capital Corp.
TSX VENTURE : JOE.P

January 27, 2011 09:08 ET

Jomar Capital Corp. Announces Completion of Qualifying Transaction and Asset Acquisition

CALGARY, ALBERTA--(Marketwire - Jan. 27, 2011) -

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Jomar Capital Corp. ("Jomar") (TSX VENTURE:JOE.P) is pleased to announce the completion of its previously announced business combination with Online Energy Inc. ("Online") which constituted Jomar's qualifying transaction (the "Qualifying Transaction") pursuant to the policies of the TSX Venture Exchange, as described in Jomar's press release of November 19, 2010.

Pursuant to the Qualifying Transaction, among other things: (i) the outstanding common shares of Online ("Online Shares") (including 1,293,471 Online Shares outstanding as of December 31, 2010, 7,632,000 Online Shares issued pursuant to the deemed exercise of subscription receipts of Online issued in connection with the previously completed brokered financing led by Wellington West Capital Markets Inc. (the "Financing"), 98,580 Online Shares issued pursuant to a non-brokered private placement and 1,515,385 Online Shares issued to an arm's length public company from which Online purchased certain oil and gas assets) were exchanged for an aggregate of 171,265,835 common shares of Jomar ("Jomar Shares"); (ii) an aggregate of 18,718,500 Jomar Shares were issued to certain subscribers pursuant to a non-brokered private placement at a price of $0.08 per Jomar Share; (iii) an aggregate of 18,997,900 performance warrants were issued to certain directors, officers, employees and consultants of Jomar, each Performance Warrant entitling the holder thereof to acquire one (1) Jomar Share at an exercise price of $0.08 for a period of five years and will vest and become exercisable as to one-third upon the 20 day weighted average trading price of the Jomar Shares ("Market Price") equaling or exceeding $0.14, an additional one-third upon the Market Price equaling or exceeding $0.20 and a final one-third upon the Market Price equaling or exceeding $0.24; and (iv) options to acquire 1,500,000 Jomar Shares were issued to certain employees and consultants of Jomar. Each grant of options has five year term, vest over three years (1/3 on each of the first, second and third anniversary of the grant date) and are exercisable at a price of $0.08 per Jomar Share. The 1,500,000 options will not be exercisable until such time as Jomar's shareholders have approved a fixed stock option plan for Jomar. The net proceeds from the Financing of $9,921,600 were also released from escrow to Online on January 26, 2011.

In addition, Online completed the previously announced acquisition of 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 immediately prior to the completion of the Qualifying Transaction for consideration of $5,910,000, consisting of $3,940,000 cash from the proceeds of the Financing and 1,515,385 Online Shares at a deemed issuance price of $1.30 per Online Share.

After completion of the Qualifying Transaction, the Board of Directors of Jomar consists of five (5) directors, all of whom are nominees of Online, namely Steve Dabner, Thomas Love, Gregory Turnbull, John Stankiewicz and Raymond Smith. The officers of Jomar include Steve Dabner as President and Chief Executive Officer, Thomas Love as Chief Financial Officer, Brent Foster as Vice President, Engineering, Rob Stanton as Vice President, Operations and Sanjib Gill as Corporate Secretary.

Mr. Smith has been the President and Chief Executive Officer and a director of Bellatrix Exploration Ltd. (formally True Energy) since January 26, 2009, and Chairman of the Board of Madelena Ventures Inc. since October 2005. Prior thereto, from June 2007 to November 2007, Mr. Smith was the President, CEO and Chairman of the Board of Cork Exploration Inc. and Chairman of Cork Exploration Inc. from April 2005 to November 2007. From September 2002 to March 2005 Mr. Smith was the President and Chief Executive Officer and Chairman of the Board of Meridian Energy Corporation. Prior thereto, Mr. Smith was President and Chief Executive Officer and Chairman of the Board of Corsair Exploration Ltd.

At the special meeting of the shareholders of Jomar held on January 19, 2011, the requisite shareholder approval was received to consolidate the Jomar Shares on the basis of one post-consolidation Jomar Share for up to every six pre-consolidation Jomar Shares and to change the name of Jomar to "Online Energy Inc."

Jomar anticipates that the board of directors of Jomar shall, in consultation with its financial advisors, determine the exact consolidation factor within approximately three weeks of the date of this press release, after which a further news release will be issued.

Subject to final TSX Venture Exchange acceptance, Jomar will operate as a Tier 1 Oil and Gas Issuer listed on the TSX Venture Exchange. 

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.
    Steve Dabner
    President and Chief Executive Officer
    (403) 510-0155
    or
    Jomar Capital Corp.
    Thomas Love
    Chief Financial Officer
    (403) 606-2943