Octant Energy Corp.
TSX VENTURE : OEL

Octant Energy Corp.

August 11, 2015 08:01 ET

Octant Energy Corp. Announces Details of Transaction with Imara Energy Corp.

CALGARY, ALBERTA--(Marketwired - Aug. 11, 2015) - Octant Energy Corp. (TSX VENTURE:OEL) (the "Corporation" or "Octant") is pleased to announce that it has entered into an arm's length letter agreement dated July 28, 2015 (the "Letter Agreement") with Imara Energy Corp. ("Imara") under which Octant will acquire all of the outstanding shares of Imara (the "Transaction") through the issuance of common shares of Octant. Imara's primary asset is a 100% interest in a 11,692 sq km oil and gas block in Kenya's onshore Lamu Basin.

The purchase price for common shares of Imara will be satisfied by the issuance of 16,300,000 common shares of Octant at a deemed price of $0.10 per share, which represents approximately 20% of the Octant shares. In addition, Imara currently has outstanding 4,075,500 share purchase warrants and 6,275,000 stock options, both of which have an exercise price of $0.25 per share. The outstanding share purchase warrants and stock options of Imara shall be exercised, or "rolled over" into Octant options and shall be exercisable into Octant common shares for a period of 180 days from closing of the Transaction.

Conditions to the Completion of the Transaction

The obligations of Octant and Imara to consummate the Transaction shall be subject to the delivery of standard completion documentation; and other conditions which are customary for a transaction such as the Transaction, including TSXV acceptance and regulatory approvals.

Board of Directors and Executive Officers on Completion of the Transaction

Upon closing of the Transaction, the Octant board will be comprised of a maximum of two nominees of Imara's board and three nominees of Octant's board. The executive officers will remain as follows:

Rick Schmitt, President and CEO

Chris McLean, Executive Chairman

About Imara Energy Corp.

Imara Energy Corp. is a Canadian-based company identifying, exploring and developing upstream oil and gas opportunities. Imara is focused on building a diversified energy and production asset portfolio within the extensive and growing oil and gas regions of Africa.

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 NEWS RELEASE.

This news release contains certain statements that constitute forward-looking statements under applicable securities legislation including estimates as to: completion of the transaction and future opportunities for Octant. All statements other than statements of historical fact are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", or the negative of these terms or other comparable terminology. These statements are only as of the date of this document and Octant does not undertake to publicly update these forward-looking statements except in accordance with applicable securities laws. Forward-looking statement are based on current expectations, estimates, projections and assumptions, which Octant believes are reasonable but which may prove to be incorrect and therefore such forward-looking statements should not be unduly relied upon. These forward-looking statements involve known and unknown risks and uncertainties which may cause actual results or performance to be materially different from any future results or performance expressed or implied herein.

Actual timelines may vary from those anticipated in this news release and such variations may be material. Octant undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change, unless required by law.

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