Momentus Energy Corp.

Momentus Energy Corp.
Veraz Petroleum Ltd.
TSX VENTURE : VRZ.H

Veraz Petroleum Ltd.

September 08, 2014 18:52 ET

Momentus Energy Corp. and Veraz Petroleum Ltd. Announce Corporate Update

CALGARY, ALBERTA--(Marketwired - Sept. 8, 2014) - Momentus Energy Corp., a private Alberta corporation ("Momentus" or the "Corporation"), and Veraz Petroleum Ltd. ("Veraz") (TSX VENTURE:VRZ.H) are pleased to provide an update on their corporate activities since the mailing of the joint information circular and proxy statement dated May 14, 2014 ("Circular") and further to their previous press releases dated April 8, June 18, June 20, July 16, July 21 and August 5, 2014. Shareholders are encouraged to review the Circular, which can be found on Veraz's profile on SEDAR at www.sedar.com, as the Circular contains detailed information concerning Momentus, Veraz and the Transaction (as defined below).

Veraz

As previously disclosed, Veraz disposed of all of its material assets in 2012 and is an inactive company. Since the date of the Circular, there have been no material changes to the business and financial position of Veraz, other than ordinary course disbursements and payments necessitated as a result of the proposed plan of arrangement under the Business Corporations Act (Alberta) with Momentus (the "Transaction"). The meeting of shareholders of Veraz to consider the Transaction will be held on September 17, 2014 at 10:00 a.m. at the offices of Burnet, Duckworth & Palmer LLP, Suite 2400, 525 - 8th Avenue S.W., Calgary, Alberta.

Shares of Veraz are currently halted and will remain so until the receipt and approval of all necessary documentation by the TSXV.

Momentus

In May 2014, Momentus completed a private placement of 6,145,000 common shares at $0.18 per common share for net proceeds of $1,067,660.

Momentus, through its subsidiary Momentus Energy LLC (the "Company"), has completed the acquisition and processing of approximately 20 square miles of 3D seismic on the Roosevelt Block in Montana. This seismic program was completed for approximately $1.3 million, slightly under the budget of $1.4 million. The seismic data is very encouraging and is expected to achieve its primary objective of reducing drilling risks on the first wells by improving the geosteering capability in the horizontal section of the Bakken formation and locating the wells away from structural complexities. The seismic data also identified multiple potential drilling targets in the Nisku and Red River formations.

The Company has committed to drilling its first Roosevelt Block Bakken well and proposed a drilling location to its partners. The drilling of this well, expected to be spudded by mid-November, will complete the Company's earning obligations on the Roosevelt Block, thereby earning the company a 50% working interest and operatorship of the Roosevelt Block, which is approximately 43,600 contiguous acres in Roosevelt County in Northeastern Montana.

As previously disclosed, Momentus has entered into an engagement letter with Beacon Securities Limited ("Beacon") pursuant to which Beacon will act as exclusive agent for the offering of, on a reasonable commercial best efforts basis, subscription receipts of Momentus for gross proceeds of between $10 and $20 million (the "Proposed Financing"), such subscription receipts being ultimately convertible into common shares in the capital of Veraz pursuant to the Transaction without further action or consideration on the part of the holders of such subscription receipts. According to the engagement letter, the pricing of the subscription receipts will be determined in the context of the market, such amount expected to be $0.20 per subscription receipt. The ultimate pricing is subject to approval of the TSX Venture Exchange ("TSXV").

The meeting of shareholders of Momentus to consider the Transaction will be held on September 17, 2014 at 9:00 a.m. at the offices of Dentons Canada LLP, Suite 1500, 850 - 2nd Street S.W., Calgary, Alberta.

Disclaimer

Completion of the Transaction is subject to a number of conditions, including TSXV acceptance and disinterested shareholder approval. 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 Circular prepared in connection with the Transaction, any information released or received with respect to the Transaction described herein may not be accurate or complete and should not be relied upon. Trading in the securities of Veraz should be considered highly speculative.

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

Forward-Looking Statements

This press release contains certain statements which constitute forward-looking statements or information ("forward-looking statements"), including statements regarding the anticipated size and closing of the Proposed Financing and expectations regarding the intended drilling activities of Momentus. Such forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Momentus' and Veraz's control, including the ability of Momentus and Veraz to satisfy the conditions to completion of the Transaction, the successful completion of the Proposed Financing and the final terms thereof, the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, environmental risks, operational risks in exploration and development, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and the ability to access sufficient capital from internal and external sources. Although Momentus and Veraz believe that the expectations in their respective forward-looking statements are reasonable, they are based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. The forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, neither Veraz or Momentus undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

About Momentus Energy Corp.

Momentus is a private junior oil and gas company engaged in the exploration for oil and natural gas reserves in Montana.

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

  • Momentus Energy Corp.
    Paul Starnino
    President and Chief Executive Officer
    (403) 862-2143

    Veraz Petroleum Ltd.
    Paul Baay
    Chairman of the Board
    (403) 619-8407