Kristina Capital Corp.

Black Marlin Energy Ltd.

October 21, 2009 09:45 ET

Kristina Capital and Black Marlin Announce New Management, Update on the Combination of Kristina and Black Marlin and Proposed Financing Arrangement


Kristina Capital Corp. (the "Corporation" or "Kristina") (TSX VENTURE:KCA), and Black Marlin Energy Ltd. ("Black Marlin") announce new management; provide an update on the proposed merger of Black Marlin and Kristina (the "Proposed Transaction"); and provide details on a contemplated equity financing arrangement.

Appointment of New Management

Black Marlin is pleased to announce the appointment of Richard Schmitt as a new CEO, President and Director. Most recently, Mr. Schmitt acted as President and CEO of Africa Oil Corp. since October 1, 2006, where he played a key role in collecting an extensive portfolio of exploration assets in Somalia, Kenya and Ethiopia. Prior thereto, a significant part of his career has been spent managing and developing projects in Yemen, culminating in 5 years as Occidental's President and General Manager in that country. Mr. Schmitt holds a B.Sc. in Geological Sciences from the University of Aston in Birmingham, England and has over 32 years of diverse international experience in the upstream oil and gas industry with expertise in exploration, exploitation, operations and new ventures. Jeff Hume, founder of Black Marlin will assume the position of COO and comments, "We are extremely excited to have Mr. Schmitt join our team. His addition to Black Marlin reinforces our position as a leader in East African exploration and we are confident Black Marlin is positioned to enhance our portfolio of assets in the year ahead.

Update on the Proposed Transaction

The Proposed Transaction, as announced in a previous news release dated August 10, 2009, is now expected to provide for the continuation of Kristina to the British Virgin Islands and for the pre consolidation Kristina Shares to be consolidated on a 2 - for - 1 basis prior to the acquisition of all the Black Marlin shares on a 1 - for - 1 basis whereby each Black Marlin Share will be exchanged for one post consolidation Kristina Share. The parties are going forward and Kristina plans to hold a shareholder's meeting to approve, among other things, the Transaction, within the next 30-60 days. Both Kristina and Black Marlin are currently in the process of collecting the necessary information to provide to the TSXV for conditional approval of the Proposed Transaction. 

A detailed news release regarding the Proposed Transaction will be issued prior to mailing of the information circular for approval of the Transaction. 

Equity Financing Arrangement

Black Marlin has entered into an engagement letter with GMP Securities L.P. ("GMP") wherein GMP has agreed to act as agent for and on behalf of Black Marlin to sell, on a commercially reasonable "best efforts" private placement basis, a minimum of $30,000,000 of subscription receipts ("Subscription Receipts") and a maximum of $50,000,000 of Subscription Receipts of Black Marlin (the "Financing"). The final size of the Financing and pricing of the Subscription Receipts will be determined once Black Marlin and the agents conclude marketing activities, with closing currently anticipated to occur in late November. Each Subscription Receipt will entitle the holder thereof to receive one common share of Black Marlin (a "Black Marlin Share") concurrent with completion of the Proposed Transaction between Kristina and Black Marlin without further payment or action on the part of the holder. Such Black Marlin Shares will be immediately exchanged for a post consolidation common share of Kristina (a "Kristina Share") upon completion of the Proposed Transaction.

Proceeds of the Financing will be used by Black Marlin to fund activities in Africa. The closing of the Financing is subject to certain conditions and the receipt of all regulatory approvals, including the approval of the TSX Venture Exchange (the "TSXV").

About Black Marlin

Black Marlin is headquartered in Dubai with offices in Mombasa,, Nairobi and the UK.. East African Exploration (EAX) holds PSCs, PSC applications, working Interests or Technical Evaluation Agreements in several East African Countries including Kenya, Ethiopia, Madagascar, and the Seychelles. Black Marlin is exploring one of the last unexplored petroliferous margins on earth through its wholly owned subsidiaries East African Exploration Limited (EAX) and Upstream Petroleum Services Limited (UPSL). Black Marlin's current focus on East Africa is aimed at exploiting the low entry cost, liberal fiscal regime and high upside potential of this increasingly popular series of unexplored basins. Black Marlin's geoscience services subsidiary Upstream Petroleum Services Limited has a state-of-the-art transition zone and seperate land seismic crews in Tanzania. EAX is currently acquiring onshore 2D seismic in the Adigala Block, Ethiopia for Africa Oil.

Cautionary Statements

The Transaction is an arm's length transaction as the directors and officers of Kristina have no ownership or other interest in Black Marlin. As part of the regulatory approval process, Kristina anticipates submitting for review to the TSXV an information circular. The Kristina shares will remain halted until such time as permission to resume trading has been obtained from the TSXV and submission of required documentation to the TSXV. Prior to the commencement of trading an additional press release will be issued providing detailed information relating to the consideration for the Transaction, the NI 51-101 report on the oil and gas assets of Black Marlin, financial information of Black Marlin and the management of the Resulting Issuer.

Completion of the Transaction is subject to a number of conditions including, but not limited to, the parties entering into a definitive agreement, TSXV acceptance and, if applicable pursuant to TSXV 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 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.

All information contained in this news release with respect to Kristina and Black Marlin was supplied by Kristina and Black Marlin, respectively, for inclusion herein, and with respect to such information, Kristina and its board of directors and officers have relied on Black Marlin.

Trading in the securities should be considered highly speculative.

This news release may contain forward-looking statements based on assumptions and judgments of management of Kristina and Black Marlin regarding future events or results. Such statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements. Kristina disclaims any intention or obligation to revise or update such statements except as may be required by law.

This new release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

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

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