Octant Energy Corp.
TSX VENTURE : RAN.H

March 09, 2012 18:28 ET

Octant Energy Corp. (Formerly Rain Resources Inc.) Announces Completion of Transaction With Octant Energy Ltd. and Propel Energy Corp.

CALGARY, ALBERTA--(Marketwire - March 9, 2012) -

NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW

Octant Energy Corp. (formerly Rain Resources Inc.) (TSX VENTURE:RAN.H) (the "Corporation"), is pleased to announce the completion of the acquisition of Octant Energy Ltd. and Propel Energy Corp. ("Propel") (the "Transaction").

The Transaction

The Transaction was effected by a wholly-owned subsidiary of the Corporation amalgamating with Propel. Pursuant to the amalgamation holders of Propel common shares received one (1) Common Share of the Corporation for each one (1) common share of Propel. In addition, Octant Energy Ltd. was acquired for nominal consideration in order to acquire an option for acreage in Madagascar and the corporate structure of Octant which includes companies established for holding of acreage in East Africa.

For further information regarding the details of the Transaction, please refer to the news releases dated September 6, 2011, October 19, 2011, February 24, 2012 and March 2, 2012 and the management information circular of the Corporation dated February 12, 2012, all filed on SEDAR at www.sedar.com.

The directors and officers of the Corporation are now comprised of Richard Schmitt, President, CEO and Director; William Evaroa - CFO and Director; Christopher McLean - Non Executive Chairman and Director; Scott Fleurie - Director; Murray Atkins - Director; and Trevor Wong-Chor - Corporate Secretary.

As a result of the Transaction, the Corporation has approximately 59,392,559 Common Shares outstanding and has reserved for issuance 50,000 Common Shares pursuant to stock options, $400,000 of convertible debentures, and 100,000 Common Shares pursuant to warrants.

Of these securities approximately 24,593,939 Common Shares and all of the debentures, which comprise securities held by the current and former insiders of the Corporation and their affiliates, were placed in escrow pursuant to the TSX Venture Exchange policies.

The Corporation wishes to clarify the Principal Shareholders ownership information provided in the Information Circular. As of the closing dated CMM Hydrocarbon Consulting Ltd. ("CMM") holds 10,000,000 common shares in the Corporation, representing approximately 16.8% of the total outstanding shares of the Corporation. The securities were acquired for investment purposes. CMM does not have any present intention to acquire ownership of, or control over, additional securities of the Corporation. It is the intention of CMM to evaluate its investment in the Corporation on a continuing basis and such holdings may be increased or decreased in the future. The Common Shares were issued in connection with the Transaction. All of these securities are also subject to escrow pursuant to the TSX Venture Exchange policies.

As part of the Transaction the Corporation changed its name from Rain Resources Inc. to Octant Energy Corp.

Former Propel shareholders will receive their consideration under the Amalgamation to which they are entitled to receive pursuant to the Transaction and have ceased to be Propel shareholders. Share certificates for Common Shares will be mailed to the last address on the records of Propel.

The Corporation is also pleased to announce the change of auditors of the Corporation to Collins Barrow Calgary LLP was approved by the shareholders of the Corporation.

About The Corporation

The Corporation is a public oil and gas company engaged in the acquisition, exploration and development of petroleum and natural gas assets in Africa and North America.

Resumption of Trading

The Common Shares were voluntarily halted from trading on the TSX Venture Exchange in connection with the Transaction and will remain halted until TSX Venture Exchange issues the final bulletin in connection with the Transaction, at which point the Common Shares will begin trading on the TSX Venture Exchange under the new name "Octant Energy Corp." and the new symbol "OEL".

As noted above, completion of the Transaction is subject final approval of the TSX Venture Exchange.

Cautionary Note

Statements in this press release contain forward-looking information within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, without limitation, statements with respect to receipt of all necessary regulatory and third party approvals, the listing of the Common Shares, the resumption of trading and forecast information regarding the future production of the Corporation. Readers are cautioned that assumptions used in the preparation of forward-looking information may prove to be incorrect. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, level of activity, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors (many of which are beyond the control of the Corporation) that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors could cause results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada, the United States, Europe, Africa and globally, the risks associated with the oil and gas industry, commodity prices and exchange rate changes. Industry related risks could include, but are not limited to: operational risks in exploration, development and production; delays or changes in plans; competition for and/or inability to retain drilling rigs and other services; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, skilled personnel and supplies; risks associated to the uncertainty of reserve and resource estimates; governmental regulation of the oil and gas industry, including environmental regulation; geological, technical, drilling and processing problems and other difficulties in producing reserves; the uncertainty of estimates and projections of production, costs and expenses; unanticipated operating events or performance which can reduce production or cause production to be shut in or delayed; incorrect assessments of the value of acquisitions; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for oil and natural gas; liabilities inherent in oil and natural gas operations; access to capital; and other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. The Corporation does not undertake any obligation to update or revise any forward-looking statements to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

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 press release.

Contact Information

  • Octant Energy Corp.
    Richard Schmitt
    President, CEO & Director
    North America Telephone: + 1403 470 6591
    International: +971 50 640 3380
    rick.shmitt@octantenergy.com

    Octant Energy Corp.
    Chris McLean
    Non Executive Chairman and Director
    North America Telephone: + 1 403 532-3106
    chris@stonechaircapital.com