MENA Hydrocarbons Inc.

May 25, 2011 09:01 ET

MENA Hydrocarbons Inc. Completes Reverse Takeover of SKANA Capital Corp.

CALGARY, ALBERTA--(Marketwire - May 25, 2011) - MENA Hydrocarbons Inc. ("MENA") is pleased to announce that it has completed its previously announced reverse takeover of SKANA Capital Corp. ("SKANA" or the "Company") (TSX VENTURE:SKN) pursuant to which each shareholder of MENA received 0.86 common shares ("Common Shares") of SKANA in exchange for each common share of MENA held.

In connection with the transaction, SKANA issued a total of 167,700,018 Common Shares to the shareholders of MENA and 37,410,000 common share purchase warrants ("Warrants") to the warrant holders of MENA. The holder of the MENA special warrant has not elected at this time whether to exercise the special warrant.

An aggregate of 104,016,121 Common Shares and Warrants (representing approximately 40% of the total outstanding Common Shares and Warrants) issued under the transaction are subject to the terms of a TSX Venture Exchange (the "TSXV") surplus escrow. The terms of the TSXV surplus escrow provide that 5% of such Common Shares and Warrants will be released from escrow on the date the TSXV issues its final acceptance of the transaction, an additional 5% will be released 6 months thereafter, an additional 10% will be released on the date that is 12 and 18 months thereafter, 15% will be released on the date that is 24 and 32 months thereafter and the remaining 40% will be released on the date that is 36 months thereafter.

In addition to the TSXV surplus escrow, 44,290,000 Common Shares (representing 20% of the total outstanding Common Shares) and 22,145,000 Warrants (representing 59% of the total outstanding Warrants) are subject the seed share resale restrictions of the TSXV. These restrictions provide that 20% of the Common Shares and Warrants subject to such restrictions will be released every 3 months with the first release on the date the TSXV issues its final acceptance of the transaction.

In addition to the TSXV Escrow and seed share resale restrictions described above, certain former securityholders of MENA have agreed to enter into lock-up agreements pursuant to which 10% of the SKANA securities received by such securityholders will be released from lock-up on the closing of the transaction and 15% of such securities will be released each 3 months following closing with the last release occurring 18 months from the date of closing. As at the date of this news release, 35 securityholders holding approximately 26.0 million Common Shares have signed such lock-up agreements. It is expected that more securityholders will agree to enter into these lock-up agreements over the coming weeks.

The Company intends to continue its incorporation to Alberta whereafter it will complete an internal reorganization, change its name to "MENA Hydrocarbons Inc." and commence trading on the facilities of the TSX Venture Exchange under the trading symbol "MNH" following TSXV final acceptance of the transaction.

The Company also announced that it has granted 1,960,000 stock options to certain officers and employees of the Company. The options have an exercise price of $0.55 per share, vest in equal instalments on the first, second and third anniversaries of grant and expire five years from the date of grant.

Forward Looking Information

This news release contains forward-looking information relating to the Company's plans and other aspects of the Company's anticipated future operations, management focus, strategies, financial and operating results and business opportunities. Forward-looking information typically uses words such as "anticipate", "believe", "project", "expect", "goal", "plan", "intend" or similar words suggesting future outcomes, information that actions, events or conditions "may", "would", "could" or "will" be taken or occur in the future.

Forward-looking information is based on various assumptions including: the outlook for petroleum and natural gas prices; future interest and exchange rates; the state of the economy and the exploration and production business; results of operations; performance; business prospects and opportunities; and the availability and cost of financing, labour and services; impact of increasing competition; ability to market oil and natural gas successfully and the ability of the Company to access capital.

By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties and other factors that contribute to the possibility that the predicted outcome will not occur, including, without limitation: risks associated with political instability in the regions in which the Company operates, risks associated with the oil and gas industry in general such as operational risks in development, exploration and production; commodity price, interest rate and exchange rate fluctuations; failure to realize the anticipated benefits of acquisitions; general economic conditions globally; and ability to access sufficient capital from internal and external sources. Readers are cautioned that the foregoing list of factors is not exhaustive.

Although the Company believes that the expectations represented in such forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. As a consequence, actual results may differ materially from those anticipated in the forward-looking information and you should not unduly rely on forward-looking information. The forward-looking information contained in this news release are made as the date of this new release and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services 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

  • MENA Hydrocarbons Inc.
    Graham Lyon
    President & CEO
    (403) 930-7500

    MENA Hydrocarbons Inc.
    Jason Bednar
    VP Finance and CFO
    (403) 930-7500
    (403) 930-7599 (FAX)