Marco Polo Investments Ltd.

March 27, 2009 18:26 ET

Marco Polo Investments Inc. Announces Reactivation of Its Qualification Transaction

CALGARY, ALBERTA--(Marketwire - March 27, 2009) - Marco Polo Investments Inc. ("Marco" or the "Corporation") (TSX VENTURE:MCP.P) today announced details concerning its proposed qualifying transaction involving a business combination (the "Business Combination") with Cobalt Blue Resources Inc. ("Cobalt") on amended terms than those previously announced on November 18, 2008 and then cancelled in the press release of the Corporation on January 24, 2009. Cobalt is a private company that was formed to participate in exploration and development of metallurgical coal in the United States.

Marco entered into an amended and restated letter agreement with Cobalt and the principal shareholders of Cobalt dated March 16, 2009 (the "Letter Agreement"), pursuant to which Marco and Cobalt intend to amalgamate or complete a share exchange or arrangement (the "Business Combination") to form a new company ("Amalco"). Pursuant to the terms of the Business Combination: (i) each of the current holders of class A common shares of Cobalt (the "Cobalt Common Shares") will receive $0.0234 in cash and 1.5 common shares in the capital of Amalco (the "Amalco Common Shares") with a deemed value of $0.20 per share for each Cobalt Common Share owned; and (ii) each holder of common shares of Marco (the "Marco Common Shares") will receive one Amalco Common Share for each common share of Marco owned. The Business Combination, when completed, will constitute the qualifying transaction of the Corporation pursuant to policy 2.4 of TSX Venture Exchange Inc. (the "TSX Venture") Corporate Finance Manual.

The Business Combination is subject to the approval of TSX Venture and the policies of TSX Venture relating to qualifying transactions, as well as shareholder approval of Marco. Upon completion of the Business Combination, Amalco will be a mining company.

About Cobalt

Cobalt is a privately held coal exploration and production company headquartered in Calgary, Alberta, Canada with a regional office in Welch, West Virginia USA. Cobalt was created in August 2007 to capitalize on the growth opportunities that exist in the modern coal mining industry.

Initially, Cobalt is concentrating its efforts on developing an asset base in the Appalachian coal producing region of the United States, and will then expand internationally as opportunities allow. The Appalachian area includes parts of West Virginia, Virginia, Kentucky, Ohio, Pennsylvania, the Carolinas, and Tennessee. Appalachia's history of producing large volumes of metallurgical coal, along with the under-utilized coal infrastructure already in place make the area ideal for the implementation of Cobalt's business model. Coal assets in the area can be acquired and brought into production relatively quickly. The resulting cash flows are generated in the short term without the need to invest large amounts of time and capital.

These factors align with Cobalt's strategy to provide near term cash flow and high growth to shareholders.

About Cobalt Property Acquisition

In order to finance its initial property acquisition, Cobalt formed a new subsidiary called Westchester Coal GP Inc. ("Westchester GP") which then created the Westchester Coal Limited Partnership ("Westchester LP"), pursuant to a limited partnership agreement under the laws of Alberta made as of February 26, 2008 (the "LP Agreement"). Westchester LP completed a US$2 million private placement of limited partnership units in March 2008, of which directors and officers of Cobalt invested US$525,000.

Pursuant to an agreement dated March 12, 2008 (the "Cobalt Purchase Agreement") between Cobalt, Westchester LP and Encoal Energy, LLC ("Encoal") who is arm's length, Westchester LP acquired the Westchester Coal Mine and surrounding claims (the "Westchester Properties") for an aggregate of US$1,600,000. Pursuant to the LP Agreement, which was amended and restated on January 9, 2009, Cobalt owns an indirect residual interest in the Westchester Properties. Cobalt owns: (a) a 10% interest in the Westchester Properties until after payout of Westchester LP debt of approximately US$880,000 (of which approximately US$480,000 is owing to Cobalt) and payout to Westchester LP of US$3,430,000 (of which post-Business Combination approximately US$735,000 will be paid to Cobalt); (b) following which Cobalt will own a 35% interest in the Westchester Properties until payout of an additional US$2,450,000 (of which post-Business Combination approximately US$525,000 will be paid to Cobalt); and (c) following which Cobalt will have a 60% interest in the Westchester Properties.

Other Properties

Cobalt recently entered into a conditional letter of intent dated October 15, 2008 with the offsetting land owner, pursuant to which Cobalt has the right to acquire an additional coal mineral lease contiguous to the Westchester Properties (the "Contiguous Westchester Property"). This potential acquisition covers an area of approximately 1,022 acres, has 13 historical drill holes on or adjacent to it. Ten of these holes intersected the Sewell coal seam (the "Sewell Seam") on this lease and three other holes adjacent to the lease also intersected the Sewell Seam. Cobalt will own a 65% interest in the expansion if Cobalt decides to proceed. The terms of the acquisition are: (i) a royalty to the landowner; (ii) a five-year initial term with two five-year extensions, exercisable by Cobalt if the lease is on production; (iii) a security deposit to ensure payment of royalties; (iv) an advance royalty of US$25,000; and (v) payment of a minimum royalty of US$3,000 per month. The proposed acquisition is conditional on the two owners agreeing on the form of the sub-lease to be granted to Cobalt.

The mining personnel and techniques that will be employed to produce the Contiguous Westchester Property will be the same as those currently being used successfully at the Westchester Properties. As the infrastructure for coal production is already in place at the Westchester Mine, operational synergies are expected to provide for efficient development and operation of the Contiguous Westchester Property. The coal deposit is believed to continue to the north and west of the Contiguous Westchester Property, and preliminary discussions with the various landowners regarding Cobalt's acquisition of these additional coal leases have been encouraging. The Contiguous Westchester Property is similar in geology and topography to the Westchester Coal Mine, and it is believed to be large enough to allow for the development of a minimum of three mines.

One of Cobalt's principal business objectives is to acquire a maximum inventory of in-ground coal resources. Different business combinations will be considered in order to achieve this business objective. One low cost way to acquire in-ground coal resources is through the acquisition of additional coal leases for exploitation as required. Cobalt's additional new projects include the Olga Project and the Big Sandy Project.

Olga Project

Cobalt is in negotiations with a land and forest company to lease approximately 487 acres of coal rights located approximately 15 miles from the Westchester Coal Mine (the "Olga Project"). The parties are in discussions with respect to the final business terms of the lease. As with Cobalt's coal leases at Westchester, the leases have a number of core holes already drilled on them that have intersected the Sewell Seam, which is the same coal seam being developed at the Westchester Coal Mine. The deposit boundary is open and appears to continue onto offsetting lands which could allow for further expansion of the resource. The Olga Project consists of several different contiguous leases in the same area. Cobalt will hold a 100% working interest in the leases associated with the Olga Project and any expansion. Although there are a number of coal seams on the property, the principle seam developed is the same seam currently being mined at the Westchester Coal Mine, which means that the access and physical characteristics of the Olga Project will be similar to that of Westchester ie. In addition, the mining techniques will be the same as those Cobalt is currently employing at the Westchester Coal Mine. Cobalt intends to immediately begin to prepare one of the leases associated with the Olga Project for production, as well as continue to explore the offsetting lands to the Olga Project.

Big Sandy Project

Cobalt also is pursuing a lease development project located on the same property as the Westchester Coal Mine, which involves a coal seam known as the "Red Ash Seam" which sits 300 feet above the Sewell Seam. Cobalt has acquired leases over the deposit with confidential terms as Cobalt is continuing to add additional mineral rights to these holdings. The Red Ash Seam in this area is known to have exceptional coking quality that can be used to make a premium coal called "Stoker Coal", a product which currently enjoys a high market value.

Similar to Cobalt's other projects, the Red Ash Seam has been intersected on the leased property with a number of core holes. The deposit appears to continue on lands offsetting the existing leases Cobalt has already acquired. Preliminary discussions with these landowners have been encouraging to date. Cobalt will own 100% of the Big Sandy project.

Cobalt intends to continue to aggressively acquire additional coal projects through its in-house geological exploration program.

Cobalt also recently obtained a capital lease in respect of a larger continuous mining machine, which allows Cobalt to accelerate coal production at the Westchester Coal Mine.

National Instrument 43-101 Report Status

Norwest Engineering Ltd. has been commissioned to prepare a report in accordance with National Instrument 43-101 on the Westchester Properties and certain of the other properties of Cobalt. However, at this time Cobalt does not have a reserve or resources estimate on the Westchester Properties prepared in accordance with National Instrument 43-101.

Current and Historical Status of the Westchester Properties

Current Status

The Westchester Coal Mine began production at the beginning of September 2008 and mined and shipped coal for the month of September during which fifteen (15) truckloads of coal were sent to the processing plant in the area which is the buyer for the production. Cobalt was receiving US$140 per clean ton of coal for calendar 2008.

The production decision was not based on a pre-feasibility study or feasibility study with respect to the Westchester Coal Mine. A preliminary reserve study (the "ECSI Report") dated January 2008 was completed by ECSI Engineering, which reserve study was not completed in compliance with National Instrument 43-101. The production decision was based on management of Cobalt's internal economic analysis of the ECSI Report and of the costs and anticipated production associated with mining the property.

There are risks associated with going into production without a reserve or resources estimate prepared in accordance with National Instrument 43-101 report. Management of Cobalt's internal economic analysis of the property may not consider certain factors and information that would be taken into account in a National Instrument 43-101 compliant report. There is also a risk that production at the Westchester Coal Mine could be halted due to circumstances or conditions of the property not previously known to Cobalt, and which were not reviewed in conjunction with the preparation of a National Instrument 43-101 compliant report.

Subsequent, to begin production on the Westchester Coal Mine, poor geological conditions were encountered in three (3) of the four (4) entries to the Westchester Coal Mine in October 2008. Cobalt engineering staff determined that the three (3) entries with problems were unable to be rehabilitated and the decision was made to open up two new portals to the right of the existing entries. The work to open these entries was performed between October 2008 and December 2008. Mining recommenced in January 2009 and Cobalt is currently receiving US$80 per clean ton of coal.

Timeline - Westchester Coal Mine

Event Date
Cobalt Purchase Agreement executed December 2007
Due diligence completed, including reserves and title review February 2008
Westchester LP funded with $2,000,000 private placement February 2008
Closing of Acquisition of Westchester Properties March 2008
Westchester GP operating office established in
Welch, West Virginia March 2008
Regional Manager of Westchester GP hired March 2008
Mine faced up and prepared for production August 2008
Mining equipment moved on site August 2008
Surveillance system installed August 2008
Mining permits approved and issued August 2008
Trucking and loader contracts executed August 2008
First Purchase Order for produced coal executed August 2008
Letter of Intent signed with landowners of offsetting lease October 2008
Three of the original entries are shut down due to
poor geological conditions October 2008
Two new entries are opened to allow
access to the coal seam October 2008 - December 2008
Mining recommences January 2009
Proceeding with preparation of NI 43-101 report February 2009

Historical Drilling and Activity

The geological formation which the Westchester Coal Mine is currently extracting is known as the "Sewell" coal seam, and has been mined extensively throughout Appalachia during the 20th century. It has historically been used as a low volatile metallurgical coal and has a proven history of being ideal for making coke, a main ingredient in the production of steel.

The Westchester Coal Mine is located in McDowell County in the southern-most part of West Virginia near the community of Roderfield with the nearest town being Welch, the County Seat of McDowell County. McDowell County has historically been the leader in the production of metallurgical coal in the Eastern United States. According to available government records, some of the larger companies that owned and mined coal in McDowell County are: U.S. Steel Corp., L.T.V. Steel, Pocahontas Coal and Coke, Semmet Solvey, Allied Chemical Co. and Consolidated Coal and Coke. One of the oldest companies that mined and processed the Sewell Seam of coal from an area that is only six miles from the Westchester Coal Mine was Fordson Coal Company, owned by Henry Ford, who successfully used this high quality coal in the production of steel for the manufacture of the Ford Automobiles.

All of the major coal companies progressively shut down the large coal mines as steel production in America declined during the 1960's. The mines were abandoned and most of the big processing plants were torn down. Today, there are a few processing plants still operating in McDowell County; however, most of the raw coal is produced by independent contractors who mine coal from the remnants of the once huge blocks of coal that were formerly owned and controlled by the larger steel companies.

The existence of these smaller independents and the nature of the Appalachian region has created a good environment for aggregation and consolidation of coal assets. The recent capital liquidity problems have increased the opportunity and Cobalt is well positioned to capitalize on these opportunities to acquire more coal projects and increase shareholder value.

The Westchester Properties have nine historical core holes on the property as a result of different drilling campaigns, including two holes drilled in 1999 by Encoal. Existing drilling, the new drill holes, adjacent mining operations, seam exposures on the surface, and the new operations of the Westchester Coal Mine combined demonstrate the presence of the Sewell coal seam on the Westchester Properties.

According to available West Virginia State data, there were two principal mining operations which previously extracted coal from the Cobalt Properties. To the East is the Old Hampton Colliers Mine and to the West is the Virginia Crews Coal Co. No. 1 Mine.

Management of Cobalt is of the view that this history of mining operations on the Westchester Properties demonstrates that conditions on the Cobalt properties are conducive to coal mining. With respect to both of these historical mines, the price of coal and the economic viability of the mining operations were the key factors in deciding to shut the mines down.

Encoal, the vendor of the Westchester Properties to Cobalt, acquired the Westchester Properties in 1998 and drilled two core holes in 1999. These holes intersected the Sewell Seam in an area that does not appear to have been previously mined. The thickness and coal quality in these holes is consistent with those of past drilling and mining operations.

Mining Operations

The block of Sewell Seam coal being developed is generally flat with occasional rolls and appears to have relatively consistent quality. Mining access via portals in the Sewell Seam on the surface, is at the same level as the seam, so expensive, complex access infrastructure is not required. The mining technique being utilized, a continuous mining machine, is a proven, extensively used mining method in the area.

The mining machine cuts the coal, where it is loaded onto a conveyor belt which takes it to a coal tipple located near the mouth of the Westchester Coal Mine. From the tipple, coal trucks pick the coal up and deliver it to a washing facility located approximately 12 miles away from the Westchester Coal Mine. The coal washing facility is where the coal is sold, and title to the coal is transferred. The washing facility is responsible for cleaning and washing the coal to an acceptable specification for end users (steel mills).

The Westchester Coal Mine is mined by River Jordan Coal Co., a contract mining company, that is paid out of coal production on a clean ton basis after payment is received by Cobalt from the purchaser of the coal. This arrangement reduces potential liability for Cobalt and gives the contract mining company an incentive to produce clean coal, as the contractor is paid only on a per clean ton of coal basis.

This news release has been reviewed and approved by Geoff Jordan, P. Eng., a "Qualified Person" under National Instrument 43-101.

Financial Information of Cobalt and Westchester LP

Cobalt was only incorporated in August 16, 2007 and therefore limited financial information is available.

Based on unaudited management prepared financial statements of Cobalt for the 12-month financial period ended December 31, 2008, Cobalt had revenue of $306,837, operating expenses of $560,047 and incurred a net loss of $253,209. In addition, as at December 31, 2008, Cobalt had current assets of $599,751, other assets of $42,399, total assets of $642,150, long-term liabilities of $454.276 and current liabilities of $42.066 and shareholders' equity of $145,875.

Based on unaudited management prepared financial statements for the period ending December 31, 2008, Westchester LP had revenue of US$48,188, operating expenses of US$1,536,472 and incurred a net loss of US$1,732,169. In addition, as at December 31, 2008, Westchester LP had current assets of US$238,757, other assets of US$1,608,202, total assets of US$1,846,959, current and long-term liabilities of US$619,251 and current liabilities of $105,000, and shareholder's equity of US$1,122,719.

Cobalt Corporate History and Structure

Cobalt was incorporated under the Business Corporations Act (Alberta) on August 16, 2007. The registered office of Cobalt is located at Suite 1600, Dome Tower, 333 - 7th Avenue S.W., Calgary, Alberta T2P 2Z1 and head office is located at Suite 300, 5 Richard Way S.W., Calgary, Alberta T3E 7M8.

Cobalt has 21,347,996 Cobalt Common Shares issued and outstanding, and no stock options, warrants, anti-dilution or other rights to purchase Cobalt Common Shares issued or outstanding, other than 673,998 warrants (the "Cobalt Existing Warrants") that each entitle the holder to acquire, for a period of two years, one Cobalt Common Share at a price of $0.35 per share.

Of the outstanding shares of Cobalt, 1,347,966 Cobalt Common Shares were issued at a price of $0.25 per share in cash, and the balance of the Cobalt Common Shares were issued for nominal consideration.

The principal shareholders of Cobalt are David Lewis and Nick Colvin of Calgary, Alberta who, together with their spouses own or control, directly or indirectly, 56% and 16%, respectively of the outstanding Cobalt Common Shares.

Summary of the Proposed Reactivation Business Combination

Marco has entered into the arm's length Letter Agreement, pursuant to which Marco and Cobalt have agreed to complete the Business Combination.

The Business Combination will be completed after Marco has completed a private placement (the "Marco Private Placement") of up to 3,500,000 units of Marco (the "Units") at a price of $0.20 per Unit, for gross proceeds of up to $700,000. Each Unit will consist of one Marco Common Share and one-half of one share purchase warrant (the "Marco Warrants"), with each whole Marco Warrant entitling the holder to acquire one Marco Common Share at a price of $0.30 per share for a period of 24 months.

Marco may engage registered dealers to act as agent (the "Agent") of Marco on a "commercially reasonable efforts" basis in connection with the Marco Private Placement and they may be paid a cash commission of up to 10%. The Agent may also be granted agent's options (the "Marco Agent's Options") to purchase 10% of the number of Units sold under the Marco Private Placement, with each Marco Agent's Option entitling the holder to purchase one Unit at a price of $0.20 per Unit for a period of 18 months from the closing of the Marco Private Placement.

Cobalt intends to use the gross proceeds of the Marco Private Placement as follows:

(a) $275,000 for lease acquisition costs, mine site permitting, road upgrade and exploration work on the Olga Project;

(b) $250,000 for mine site permitting, capital equipment and exploration on the Big Sandy Project; and

(c) $175,000 for general working capital.

The securities of Marco issued in connection with the Marco Private Placement will be exchanged for the same number of replacement securities of Amalco with the same terms and conditions.

Concurrent with the closing of the Business Combination, Amalco will also acquire 21 class A units of Westchester Coal Limited Partnership (the "Class A Units") with an aggregate cost base of CDN$656,250 (US$525,000) in exchange for 3,281,250 Amalco Common Shares at a deemed price of $0.20 per share (the "LP Unit Acquisition").

After completion of the Business Combination, the Board of Directors of Amalco will consist of five directors, including four nominees of Cobalt, namely David M. Lewis, Nick Colvin, Michael O. Kehler and David Pinkman, as well as one nominee of Marco, Al J. Kroontje. After the closing of the Business Combination, the officers of Amalco will be appointed by the Board of Directors of Amalco and will include David Lewis as President and Chief Executive Officer, Nick Colvin will be the Executive Vice-President, Operations, and Robert Gillies will be the Chief Financial Officer.

David M. Lewis is currently President and Chief Executive Officer of Cobalt and has been since August 2007. Mr. Lewis is also a Director of Red Rock Energy Inc., a public mineral exploration company listed on the Toronto Stock Exchange (the "TSX"). Mr. Lewis has 31 years of experience in power generation and in oil and gas exploration and production businesses, having founded, owned and operated a number of public and private companies. Prior to joining Cobalt, Mr. Lewis was the President and Chief Executive Officer of Renewable Power & Light plc, a public renewable energy company trading on AIM Market in London, from January 2006 to December 2007. From 1996 to 2001, Mr. Lewis was the co-founder and President of Jupiter Power Company International Inc., a public company listed on TSX Venture, that under his direction, grew to generate over 20% of Cambodia's connected electrical supply. Jupiter Power Company International Inc. merged with a larger power company in 2001. Mr. Lewis holds a Bachelor of Commerce from the University of Alberta.

Nick Colvin has been the Executive Vice-President of Cobalt since August 2007. Prior to joining Cobalt, Nick Colvin had been involved in the independent production of electricity since 1995, holding various senior management position in both publicly listed and private electrical generating company with the primary focus being renewable power and waste to energy. From January 2006 to December 2007, Mr. Colvin was the Vice-President, Business Development for Renewable Power & Light, plc, a public renewable energy company trading on the AIM Market in London. From December 2004 to December 2005, Mr. Colvin consulted to JPC Energy Inc., a private Canadian independent power producer, on the development and construction of a 60 MW generating projected. Prior to this, Mr. Colvin was President and a Director of Pinnacle Power Ltd., a private Canadian electrical generating power company. From 1995 to 2000, Mr. Colvin was the Chief Operating Officer of Autumn Industries Inc. (now Altek Power Corporation), a TSX Venture listed combustion technology and power production company.

Robert L. Gilles has been the full-time or permanent part-time CFO of several public companies. Mr. Gilles is currently the CFO of Golconda Resources Ltd. and West Mountain Capital Corp., two public companies listed on TSX Venture. He was the CFO of Cordy Oilfield Services Inc., a public company listed on TSX Venture, from May 2007 to July 2008. He was previously, the Vice-President, Finance of CCR Technologies Inc., a public company listed on TSX, from November 1999 to May 2001. Further, he was previously the CFO for E-Trans Ltd. and Deena Energy Inc., two public companies listed on TSX Venture. Prior to this from December 1993 to August 2004, Mr. Gilles was a partner in regional public accounting firms in Alberta and Ontario. Mr. Gilles holds a Bachelor of Arts degree in Administrative Studies (Business) from York University, and became a Chartered Accountant in September 1977.

David Pinkman is currently the Vice-President and Director of Pan Western Energy Inc., a TSX Venture listed company active in oil and gas exploration and production and has been since 2004. He is also a non-executive Director of ITW Tank and Well Servicing Ltd., a private resources company providing tank and well cleaning service to the oil industry. He has also been the Vice-President and a Director of Red Rock Energy Inc., a uranium exploration company listed on TSX Venture since 2006. Mr. Pinkman was Senior Vice-President and a Director of Powermax Energy Inc, a TSX Venture listed oil and gas exploration and production company, from January 2002 until September 2005. Mr. Pinkman was Vice-President, International of Maxim Power Corp, an independent power producer (formerly Jupiter Power International Inc.), a public company listed on TSX Venture, from January 2001 to November 2001. He was Chairman and a Director of Jupiter Power International Inc. from August 1993 to December 2000. Mr. Pinkman was also a Partner at the law firm Pinkman, McArdle, Barristers and Solicitors from 1991 to 2000. Called to the Bar in 1985 as a lawyer, he practiced primarily in the areas of corporate and securities law.

Michael O. Kehler is currently the Chief Operating Officer of Tristone Capital Inc. ("Tristone") and has been since January 2007. From May 2002 to January 2007, he was the Chief Financial Officer of Tristone. From December 200 to May 2002, Mr. Kehler was the Chief Financial Officer of Jennings Capital Inc. From 1999 to 2001, Mr. Kehler was the Chief Financial Officer of a telecommunications company based in Calgary. Prior to 1999, Mr. Kehler held various positions over a seven year period with KPMG LLP culminating in the position of Senior Manager - Corporate Finance. Mr. Kehler holds a Bachelor of Commerce degree from the University of Saskatchewan and holds the designations of Chartered Accountant and Chartered Financial Analyst.

Al J. Kroontje is currently the President and CEO of Marco Polo. A complete biography for Mr. Kroontje is contained in the Prospectus of Marco Polo dated July 17, 2007 and filed on SEDAR at

The completion of the Business Combination is subject to the approval of TSX Venture and all other necessary regulatory approval. The completion of the Business Combination is also subject to additional conditions precedent, including shareholder approval of Marco and Cobalt, satisfactory completion of due diligence reviews by the parties, board of directors approval of Marco and Cobalt, the entering into of a formal agreement, the entering into of employment and non-competition agreements with certain senior officers of Cobalt, the concurrent completion of the LP Unit Acquisition and certain other usual conditions.

The Business Combination will be an arm's length transaction as none of the directors, officers or insiders of Marco own any securities of Cobalt.

Marco also announces it has reserved a price of $0.20 per share for the grant of stock options to acquire up to 10% of the number of issued and outstanding Amalco Common Shares (the "Stock Options") in the event the Business Combination and the Marco Private Placement are completed. The grant of the Stock Options is subject to regulatory approval. The Stock Options will be granted to directors, officers, employees and consultants of Marco, as determined by the Board of Directors of Marco following the completion of the Business Combination.

The Corporation has made an application to TSX Venture for an exemption from the Sponsorship requirements of TSX Venture, but there is no assurance that such a waiver will be granted.

Trading of the Marco Common Shares will not resume until TSX Venture has: (i) accepted the sponsorship exemption or a sponsor has been engaged; (ii) reviewed the National Instrument 43-101 report being prepared regarding the Westchester Properties and certain other properties of Cobalt; and (iii) all other documents required by TSX Venture have been filed. Marco will issue a further news release when TSX Venture has reviewed and signed off on the National Instrument 43-101 report regarding the Westchester Properties and certain other properties of Cobalt, and the other necessary documentation has been filed with TSX Venture, and trading of the Marco Common Shares is to resume.

As indicated above, completion of the Business Combination is subject to a number of conditions, including but not limited to, TSX Venture acceptance and shareholder approval. The Business Combination cannot close until the required 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 Information Circular of the Corporation 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 the Corporation should be considered highly speculative.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither Cobalt nor Marco will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Marco and Cobalt.

The securities of Marco being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Business Combination and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Marco Polo Investments Inc.
    Al J. Kroontje
    (403) 215-4830 ext. 2025
    Cobalt Blue Resources Inc.
    David M. Lewis
    (403) 262-5510