Veraz Petroleum Ltd.
TSX VENTURE : VRZ.H

Veraz Petroleum Ltd.
Momentus Energy Corp.

Momentus Energy Corp.

August 05, 2014 13:04 ET

Momentus Energy Corp. and Veraz Petroleum Ltd. Announce Engagement of Beacon Securities

CALGARY, ALBERTA--(Marketwired - Aug. 5, 2014) - Momentus Energy Corp., a private Alberta corporation ("Momentus" or the "Corporation"), and Veraz Petroleum Ltd. ("Veraz") (TSX VENTURE:VRZ.H) announced today that Momentus has entered into an arm's length letter agreement dated July 28, 2014 (the "Engagement Letter") with Beacon Securities Limited ("Beacon") with respect to a proposed financing to be completed as part of the reverse take-over of Veraz, to be completed through the acquisition by Veraz of all of the issued and outstanding common shares of Momentus (the "Transaction"), as previously announced.

The brokered offering announced in the Corporation's and Veraz's joint press release dated April 8, 2014 has been cancelled and Momentus has entered into the Engagement Letter with Beacon pursuant to which Beacon will act as exclusive agent for the offering of, on a reasonable commercial 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 ("Veraz Shares") pursuant to the Transaction without further action or consideration on the part of the holders of the subscription receipts. Pricing of the subscription receipts and other particulars of the Proposed Financing will be determined in the context of the market and will be announced in a subsequent news release. The Proposed Financing will be completed on a private placement basis to subscribers resident in Canada, the United States and certain offshore jurisdictions. The subscription receipts will be subject to an indefinite restricted hold period although the Veraz Shares to be issued pursuant to the conversion thereof are expected to be freely trading upon issuance. The Engagement Letter is expected to be superseded and replaced by a definitive agency agreement, such agreement to be filed on Veraz's profile on SEDAR at www.sedar.com upon the execution thereof.

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

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 Joint Information Circular prepared in connection with the Transaction, any information released or received with respect to the reverse take-over 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 proposed 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, completion of the Transaction and reinstatement for trading of the Veraz Shares. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Corporation, including, without limitation, the Corporation's ability to obtain financing on acceptable terms or at all and its ability to complete the Transaction on acceptable terms or at all. Although management of the Corporation believes that the expectations and assumptions on which such forward looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Corporation relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks, some of which are beyond Momentus' and Veraz's control. These include, but are not limited to, 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. Accordingly, readers should not place undue reliance on the forward‐looking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.

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