Kristina Capital Corp.

Black Marlin Energy Ltd.

August 10, 2009 09:00 ET

Letter of Intent to Combine Kristina Capital Corp. and Black Marlin Energy Ltd.

CALGARY, ALBERTA and DUBAI, UNITED ARAB EMIRATES--(Marketwire - Aug. 10, 2009) - Kristina Capital Corp. (the "Corporation" or "Kristina") (TSX VENTURE:KCA), and Black Marlin Energy Ltd. ("Black Marlin") are pleased to announce that they have entered into an arm's length letter of intent (the "LOI") dated August 7, 2009, where the parties have agreed to negotiate a definitive agreement relating to a combination transaction (the "Transaction") pursuant to which Kristina and Black Marlin will combine (the combined entity hereinafter referred to as the "Resulting Issuer") and the management of Black Marlin will become the management of the Resulting Issuer. The LOI also contemplated a financing in connection with the Transaction. Pursuant to the LOI, the parties have agreed to the essential terms of the Transaction which will be disclosed in a subsequent press release once the TSX Venture Exchange (the "Exchange") has received and reviewed certain information in accordance with their Policies. The trading of the common shares of the Corporation will remained halted until such future date as the Exchange may determine. GMP Securities L.P. is acting as exclusive financial advisor to the Corporation.

About Black Marlin

Black Marlin is headquartered in Dubai with operations offices in Mombasa, Kenya; Dar es Salaam, Tanzania; Antananarivo, Madagascar; and the United Kingdom. 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 is uniquely differentiated from its peers in having a oil and gas service unit which not only can create revenue for the group, thereby reducing exploration overheads, but provides powerful leverage for Black Marlin in entering into farm-in or ground floor opportunities with PSC holders and host Governments respectively.

Black Marlin's principal executive offices are located at Office 1008, 10th Floor, Fortune Tower, Jumeirah Lake Towers, P.O. Box 450307, Dubai, UAE.

Major Assets and Prospects of Black Marlin

Black Marlin through its wholly owned subsidiary company East African Exploration Limited (BVI) ("EAX") has title to, and is actively exploring, exploration licenses in several countries throughout East Africa and the Indian Ocean.


EAX is a 75% equity holder and operator of Exploration Areas A, B, and C. Avana Petroleum is a partner and holds the remaining 25%. The original 42,000 square kilometre area, held under an exploration license, was converted to Petroleum Agreements covering approximately 15,000 square kilometres in November 2008. The choice of areas was based on a significant re-interpretation of vectorised legacy seismic and new long offset seismic data acquired over the entire shelf area. Potential field data and satellite seep information were integrated into a re-assessment of the considerable potential. The result is that the partners believe a significant portfolio of prospects in shallow and deep water over known petroliferous areas, and previously unidentified basins, exists now. More seismic is planned to refine the understanding and lead to drilling in the second exploration period.


EAX, through seismic acquired by its sister company UPSL in 2007, has a 10% equity stake in the offshore Nyuni license. This license, operated by Ndovu (Aminex Plc), is adjacent to the only presently commercial producing field in East Africa on Songo Songo Island.

EAX has participated in the drilling of two wells. July 2009 saw the acquisition of more detailed seismic data. This data will both help delineate the extent of the Kiliwani North gas discovery - which flowed at a steady 40MMscf/day on test - and help define the location of future wells.


EAX is a 40% equity holder in onshore Block 1101 with Candax as 60% equity holder and operator. Extensive geological field work, and new seismic acquired in 2008, confirmed the presence of large robust structures which were only poorly imaged on the legacy single-fold onshore seismic, but apparent in the immediate offshore. Seeps and bitumen in cores have been known for some time, but up to now exploration efforts in Madagascar have tended to focus on the analogous Tsimiroro heavy oil. A well in Block 1101 is being planned for 2010.


EAX currently has interests in three licenses, giving exposure to a variety of under explored hydrocarbon play fairways.

EAX entered Kenya as 40% equity holder on Block L17/L18. These on/offshore licenses are operated by Aminex Plc with 25%. The third partner on the blocks is a local company, Somken, with 35%. The area straddles the coastal hinge where sparse legacy seismic suggested structures developed close to shore could potentially be reservoir hydrocarbons. Subsequent seismic and sea bed coring to identify geochemical anomalies have borne this out. Further seismic is planned this year to high-grade prospective areas and identify drilling targets.

EAX holds 50% and, since October 2008, is operator of Block 1 with Lion Petroleum holding the balance. A very large (almost 32,000 square kilometres) block with only 1,500 line kilometres of 2D seismic. Recent re-interpretation has identified several large robust structural leads. More seismic is planned later this year or early in 2010. There are no wells on the block, but immediately west of the Block oil seeps occur which can be tied directly to the stratigraphy in the basinal areas, as they coincide with proven reservoir at outcrop and in the subsurface to the north.

Africa Oil operates the 10A license in the Anza graben where EAX is farming-in to earn 20%, using BMEL's seismic-for-equity business model to good effect. This is an area of Kenya where strong oil shows in the Cretaceous section of the existing wells are extremely positive for future activity. Initially this will be a campaign of new seismic acquisition to map prospects and drilling locations.


EAX holds 30% equity in Blocks 2, 6, 7 and 8 (operated by Africa Oil, 55%) and partnered with Africa Global Energy (New Age) with 15%.

This area is almost a continuum from the Kenyan Block 1 license to the south with proven oil in outcrop and in the Al Kuran well, and the Petronas operated Calub and Hilala discoveries to the northeast. The exploration potential is very high in this neglected part of Africa, which is now attracting serious attention. A seismic campaign will be used to firm up potential drilling locations on known leads and to refine the understanding of the basin history and potential.


The proposed transaction is subject to a number of conditions including the following:

(a) approval by the board of directors of both Kristina and Black Marlin;

(b) approval by the Black Marlin shareholders and Kristina Shareholders;

(c) satisfactory due diligence by both Kristina and Black Marlin;

(d) negotiation and execution of a definitive agreement; and

(e) regulatory approval.

Cautionary Statements

The Proposed 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 Exchange an information circular. The Kristina Shares will remain halted until such time as permission to resume trading has been obtained from the Exchange and submission of required documentation to the Exchange. 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, 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 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 the Company 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. The Corporation 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 Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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