Lion Petroleum Corp.

May 16, 2011 09:30 ET

Lion Petroleum Executes Definitive Agreement With Gold Jubilee, and Announces Engagement of Sponsor and Additional Proposed Board and Management Team Members

LONDON, UNITED KINGDOM--(Marketwire - May 16, 2011) - Lion Petroleum Corp. ("Lion" or the "Company") announces its progress towards completing the reverse takeover announced in the press release of Gold Jubilee Capital Corp. ("Gold Jubilee") dated January 20, 2011.

  • Amalgamation agreement with Gold Jubilee signed.
  • GMP Securities engaged as Sponsor.
  • Experienced oil-industry management team appointed.

Amalgamation Agreement

Lion entered into a definitive amalgamation agreement, dated May 3, 2011, with Gold Jubilee with respect to the proposed acquisition by Gold Jubilee of all the issued and outstanding shares of Lion on the terms previously set out in Gold Jubilee's press release of January 20, 2011 (the "Transaction").

Engagement of Sponsor

Gold Jubilee and Lion have engaged GMP Securities Europe LLP to act as sponsor for the Transaction in exchange for a work fee of $25,000, payable in cash, and reimbursement of GMP's expenses.

Changes of Officers and Directors

The existing directors and officers of Gold Jubilee will resign concurrently with the closing of the Transaction. Minaz (Mike) Devji and Stephen Hanson will join the board of directors of the resulting issuer (Lion) at such time. They will be joined by Alec Robinson, who was recently appointed President and Chief Executive Officer of Lion, Andrew Bell who has been appointed Chief Financial Officer of Lion, and Darren Devine. Paul Griggs has been appointed Vice-President – Commercial of Lion and Chris Lewis has been appointed Vice-President – Exploration of Lion. Additionally, Ken Ellison will join Lion as a Vice-President rather than as a director as previously announced. Biographies for Stephen Hanson, Mike Devji and Ken Ellison are available in Gold Jubilee's press release of January 20, 2011. Biographies for the additional proposed new directors and officers of Lion are as follows:

Alec Robinson - President & CEO - Over 40 years' experience in the international upstream oil & gas industry, primarily with Amoco. He lived and worked with Amoco in senior positions around the world and joined Centric Energy Corp. ("Centric Energy") as President and CEO in 2006. Primarily focused on exploration in sub-Saharan Africa, Centric Energy was bought by Africa Oil in February 2011. The transaction was valued at C$60m.

Andy Bell – Chief Financial Officer - Mr. Bell has almost 30 years' experience in the oil exploration and production sector, including financial roles with Charterhouse Petroleum plc, Monument Oil and Gas plc, Consort Resources Ltd, Rosehill Energy plc and Centric Energy. His experience spans private and public funding in London and Toronto. Andy oversaw, as CFO, the sale of Centric Energy to Africa Oil in February 2011.

Darren Devine – proposed Director – Mr. Devine is the current President of Chelmer Consulting Corp. that provides corporate finance advisory services and venture capital to private and public companies predominantly in the resource sector. Prior to this, Darren practiced securities and banking law in the United Kingdom and Canada. A founder and Chairman of Centric Energy, prior to its acquisition by Africa Oil, Darren is also a founder, director, officer or board advisor to a number of private and public companies in North America and Europe.

Paul Griggs - Vice-President, Commercial – Mr. Griggs has over 25 years' oil industry experience, with an extensive track record of leading international growth. Past positions include Director of Investment Banking for Natwest Market's oil team, VP Strategic Planning for BHP Petroleum in London and Head, Global Business Development for OMV's E&P arm. In 2008, Paul became an independent consultant, advising listed companies with a focus on sub-Saharan Africa.

Chris Lewis - Vice-President, Exploration - A geophysicist and explorer with 19 years' international oil-industry experience, Mr. Lewis' career started at Conoco in field exploration in the North Sea. Since then, he has held senior exploration positions at Troy-Ikoda (now part of RPS Energy), Zeta Petroleum (CEO & Founder) and, more recently, Centric Energy. Chris has held management positions for over 11 years and has global exploration experience and success.

"I am very pleased with the progress that has been made towards listing Lion as a strong, African-focused hydrocarbon exploration company", says Mike Devji, Chairman of Lion. "In particular, the new management team, who previously worked together at Centric Energy with considerable success, bring the depth and breadth of talents that will enable us to strengthen and grow the Company."

About Lion

Lion was incorporated in the Province of British Columbia on October 26, 2007. It is engaged in the business of oil and gas exploration in East and Central Africa.

ON BEHALF OF THE BOARD

LION PETROLEUM CORP.

Alec Robinson, President and CEO

Disclaimer for Forward-Looking Information

Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Company's proposed Transaction. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. Completion of the Transaction is subject to a number of conditions, including approval of the TSX Venture Exchange acceptance and approval of the shareholders of Lion and Gold Jubilee. The Transaction cannot close until the required shareholder approval is obtained. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them.

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