Oculus Ventures Corporation

Oculus Ventures Corporation

March 20, 2013 09:00 ET

Oculus Ventures Corporation Announces Agreement with Quest Investments to Acquire Interest in Petroleum Concession in the United Arab Emirates

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 20, 2013) - Oculus Ventures Corporation (TSX VENTURE:OVX.H) ("Oculus" or the "Company") is pleased to announce that it has entered into a binding option agreement (the "Option Agreement") dated effective March 18, 2013 with Quest Oil & Gas Ventures Inc. to acquire an interest in an oil and gas exploration and production concession (the "Concession") covering an onshore area of 747km2 within the Emirate of Umm Al-Quwain, UAE. The rights to the Concession are held pursuant to a Petroleum Concession Agreement. Quest Oil and Gas Ventures Inc. is a wholly owned subsidiary of Quest Investments LLC, a private company incorporated in the U.A.E. whose founder, chairman and controlling interest holder is Mahmood Al Ansari, a U.A.E. national.

Pursuant to the Option Agreement, the Company has the right to acquire between a 59.5% and 85% equity shareholding in Quest's affiliate, UAQ Petroleum Limited, a Hong Kong company that holds the rights to the Concession pursuant to a Petroleum Concession Agreement with the Emirate of Umm Al-Quwain, United Arab Emirates. Quest will retain a working interest in the Concession, and will be a principal investor and will become the largest shareholder in the Company.

The Transaction

Pursuant to the Option Agreement, the Company holds an exclusive option (the "Option") to indirectly purchase 85% of the common shares of Quest's affiliate CanEmir Petroleum (UAQ) Corp. which in turn owns 70% of the common shares of UAQ Petroleum Limited. The remaining 30% interest is owned by a major international oil company ("IOC").

The IOC's 30% shareholding in UAQ Petroleum Limited is held under an agreement whereby the IOC can retain its 30% shareholding by reimbursing 100% of the costs of the Phase 1 and Phase 2 work programs on the Concession (as described below). In the event the IOC does not exercise its option to retain its interest in the Concession, the IOC's 30% interest will revert to CanEmir Petroleum (UAQ) Corp.

Based on the above, Oculus will acquire up to 85% of the rights in and to the Concession through its 85% shareholding in CanEmir Petroleum (UAQ) Corp. In the event that the IOC elects to retain its interest, Oculus' interest in the Concession will be reduced to 59.5% in exchange for the IOC reimbursing Oculus 100% of its Work Obligations (as described below).

The Company and Quest act at arm's length.

Acquisition Terms

In order for Oculus to exercise the option and acquire an interest in the Concession, it must:

  1. Issue and deliver to Quest 7,500,000 common shares in the capital of Oculus; and
  1. Assume the obligation to fund 100% of the phase 1 and phase 2 work programs on the Concession in accordance with the terms of the Petroleum Concession Agreement, to a maximum of US$17,500,000 (the "Work Obligations").

Following the exercise of the Option, Oculus and Quest will fund their proportionate share of all costs going forward.

Proposed Financings

The Company proposes to raise (conditional upon the acceptance by the TSX Venture Exchange ("TSXV") of the Option) on a non-brokered private placement basis concurrent with closing of the Option, a minimum of C$11,000,000 through the issuance of common shares in the capital of the Company (the "Private Placement") at a proposed price of C$0.50 per share. The proceeds of the Private Placement will be used to pay the costs of a Phase 1 exploration program, including a 250 km2 of 3D seismic to supplement existing seismic coverage over the Concession, a government signing bonus ($1,000,000), land rentals ($500,000 per annum), data interpretation costs, drilling preparation and general working capital purposes.

Resale Restrictions

In accordance with securities legislation, all common shares issued pursuant to the Private Placement will be subject to a "hold period" in Canada of four months and one day from the date of issuance of the securities. In accordance with the policies of the TSXV, all of the 7,500,000 shares issued to Quest pursuant to the Option will be placed in escrow to be released as to 10% on closing, and an additional 15% every six months thereafter over the course of three years.

Conditions Precedent

The parties' obligations to close the Option are subject to the satisfaction of the usual conditions precedent including:

  1. the satisfactory completion of a Canadian Securities Administrators National Instrument 51-101 compliant technical report in respect of the Concession (the "Technical Report");
  1. the Company being satisfied with the results of its due diligence review of the Concession, Quest, CanEmir Petroleum (UAQ) Corp., UAQ Petroleum Limited, the Petroleum Concession Agreement, and the terms of the option and shareholders agreement with the IOC.
  1. satisfactory completion of due diligence by Quest on the business, assets, financial condition and corporate records of Oculus;
  1. the entering into of definitive agreements;
  1. receipt of all required approvals and consents for completion of the Option and all related matters, including, the approval of (i) the TSXV; and (ii) all applicable governmental authorities in the UAE;
  1. completion of the proposed Private Placement;
  1. the receipt of satisfactory legal opinions concerning corporate matters and asset ownership of CanEmir Petroleum (UAQ) Corp. and UAQ Petroleum Limited; and
  1. no material adverse change having occurred in the business, assets or liabilities relating to the Concession or the Petroleum Concession Agreement prior to closing.

Advisory Fee

The Company has agreed to pay a fee of 200,000 common shares to an arms-length party in consideration of initiating the transaction.

Change of Name

The Company proposes to change its name to CanEmir Petroleum Corp. or such other name as is acceptable to the TSXV and the BC Registrar of Companies, on closing of the Option.

Securities Issued and Closing

Upon closing of the Option and the Private Placement, the Company will be classified as a Tier 2 oil and gas issuer and will have approximately 46,350,002 issued common shares, excluding new incentive stock options that may be granted on closing.

Directors, Officers and other Insiders

On closing, the directors and senior officers of the Company are anticipated to be:

Ian Baron (President and CEO)

Mr. Baron has over 35 years' experience in the upstream oil and gas business, most of it in the Middle East region. His expertise covers exploration, field development and infrastructure projects. In 2002 he established ESG Dubai, a firm providing project management and advisory services to the energy industry. He is also a director of several private and public energy companies. He was CEO of Cadogan Petroleum plc (LSE: CAD) and before this was CEO of Dragon Oil plc (LSE: DGO). He spent a large part of his career with Conoco Inc. where he reached the position of V.P. of Conoco Middle East based in Dubai, UAE. Mr. Baron graduated in Geology from the University of Manchester in England in 1977 and is a member of the UK Institute of Directors, the Association of International Petroleum Negotiators and the American Association of Petroleum Geologists.

Nick Walker (Chairman of the Board)

Mr. Walker is presently the Chief Operating Officer of Africa Oil Corp. and has 27 years of industry experience including 17 years with Talisman Energy Inc. where he served as Executive Vice-President of International Operations West as well as country manager positions in the UK and Malaysia/Vietnam. He started his career as a petroleum engineer with BP plc. and also worked in senior management positions at Bow Valley Energy Inc. His education includes a Bachelor of Science Degree in Mining Engineering from Imperial College in London, a Master of Science Degree in Computing Science from University College in London and an MBA from City University Business School, also in London.

Marlowe Allison (Director and Audit Chair)

Mr. Allison brings over 20 years of experience in the petroleum sector along with a strong financial track record. He was previously VP and Treasurer at Canadian Pacific Railway where he has been responsible for several key transactions including international financing re-structuring, banking syndication and debt issuances. Prior to that, he held several senior positions with both Suncor Energy from 1997 to 2009, the most recent being Vice President and Treasurer, and Imperial Oil 1988 to 1997. While at Suncor, Mr. Allison supported the company's growth strategy through the issuance of several financings, completion of a multi- billion dollar banking syndicate and led the treasury and tax integration for the Petro-Canada merger. Mr. Allison holds a Bachelor of Commerce Degree from the University of Saskatchewan and is a Chartered Accountant. He is familiar with Corporate Governance requirements and leading practices.

Eric Boehnke (Director)

Mr. Boehnke is the President and a director of Terrace Energy Corp. a TSXV listed oil and gas exploration and production company with projects in the United States. Formerly, Mr. Boehnke was the President and a director of Big Sky Management Ltd., a private company principally involved with providing corporate finance services to private and public companies. Mr. Boehnke has been an officer and director of a number of public companies, including Petra Petroleum Inc. (TSXV: PTL), a company focused on finding and developing international oil and gas opportunities.

Adam Kniec (CFO and Secretary)

Mr. Kniec has been a Canadian Chartered Accountant since 2002, as well as a United States Certified Public Accountant since 2003. He is the founder of ArkOrion Enterprises Inc., which provides accounting and financial reporting services to Canadian and US publicly traded companies. He is presently the Chief Financial Officer of Petro Vista Energy Corp. (a TSXV listed oil and gas exploration & development company since January 2008); Otterburn Resources Corp. (a TSXV listed company; since May 2010); Prosperity Goldfields Corp. (a TSXV listed company; since November 2010); and Great Northern Gold Exploration Corporation (a TSXV listed company, since October 2012). He was formerly Chief Financial Officer of Nortec Ventures Corp. (TSXV); Frontier Pacific Mining Corporation (TSXV); Crosshair Exploration & Mining Corp. (TSX and NYSE) and China Health Labs & Diagnostics Ltd. (TSXV). Mr. Kniec was previously a Senior Manager at PricewaterhouseCoopers.

Anthony Lucas (Exploration Manager)

Mr. Lucas has over 35 years' of international oil and gas experience, holding technical and management positions in exploration, geophysics, geology and HSE. He has worked with Shell Algeria, Tullow, Amoco, Maersk, SRAK, EniRepSa, Cadogan Petroleum PLC, and Regal Petroleum Corporation, working on projects in the Middle East, Africa the FSU and other areas. Mr. Lucas received a BSc in Geology from Manchester (1977) and an MBA in Project Management (1994). He is a member of the Petroleum Exploration Society of Great Britain and the UK Institute of Directors.

Description of the Concession

The Concession acreage comprises the entire land area of the Emirate of Umm Al Quwain; approximately 747km². The Concession is well located in a prospective area for oil and gas, on trend with significant producing fields in the adjacent Emirates and in the neighbouring Sultanate of Oman.

The main hydrocarbon play is the Lower Cretaceous Thamama Group carbonates which are productive throughout the region. The Thamama Group is the main reservoir in the Saaja field, located in the Emirate of Sharjah within 7km of Umm al Quwain's southern boundary. The Sajaa Field, operated by British Petroleum plc has previously reported recoverable reserves of 7.5 Tcf (trillion cubic feet) gas, and >450 MMbbl (million barrels) condensate. Further to the South, the Margham Field in the Emirate of Dubai, where reserves have been reported of 1 Tcf and 100 MMbbl of condensate, the Thamama Group is again the reservoir and is on the same structural trend. Additionally, there are fields to the north of Umm al Quwain, notably the Bukha and West Bukha in the Sultanate of Oman originally discovered by Elf Petroleum.

The Concession is also prospective for hydrocarbons at shallower levels with potential in the Lower Tertiary similar to the Hamidyah Field 10 km's west in the neighbouring Emirate of Ajman with estimates of recoverable reserves in the order of 20MMbbl condensate. The Mecom‐Pure UAQ‐1 well drilled in 1967 also encountered oil and gas shows at several levels in the Tertiary. The Late Cretaceous Simsima Limestone is known to be present nearby and is a potential reservoir that is productive in the Shah Field in Abu Dhabi.

Eight wells have been drilled in the Concession since exploration began in the 1960's and none have been drilled since 1986. Only two wells are reported to have penetrated the top of the primary reservoir target, the Thamama Group and post drilling seismic interpretation indicates that both of these appear to have been drilled outside structural closures. Post drilling interpretation also indicates that none of the wells were drilled on valid closures at the shallower Tertiary or Late Cretaceous levels. Nevertheless several wells had gas shows, including Al Ali - 2, Thunayah - 1 and Al Rusaifah - 1, while the Mecom‐Pure UAQ‐1 well is reported to have encountered oil and gas shows at multiple levels from 7575'-7725'MD in the Tertiary. The Concession remains under-explored and will benefit from modern seismic acquisition and interpretation technology over the fold and thrust belt complex that covers much of its territory.

The Company has commissioned and will file a Technical Report on the Concession, which was prepared by Senergy (GB) Ltd. of the United Kingdom in accordance with National Instrument 51-101, and which will be filed under the Company's profile at www.sedar.com.

Summary of Work Program

The Company's Phase 1 work program, as confirmed in the Technical Report, consists of the re-processing and re-interpretation of 500km of the better quality 2D and all of the 250 km2 of existing 3D seismic data. This will be followed by a campaign of 250 km2 of new 3D seismic acquisition. Based on the results of this program the Company anticipates being able to identify a primary prospect for the drilling of an exploration well as its second phase work program.

The use of proceeds during the Phase 1 work program, envisioned to be completed over an 18 month period, includes:

Concession signing bonus and land rental fees (years 1 and 2)* $2,000,000
Archived Data Acquisition, Reprocessing and Interpretation 1,490,000
Seismic Program (250 km2 3D) 4,150,000
In Country Geological, Geophysical and Drill Preparation costs 1,641,000
Anticipated 18 months G&A 550,000
Private Placement commissions and listing costs 750,000
Unallocated Working Capital 419,000
TOTAL $11,000,000

* The signing bonus and first year's rental payment are due by May 13, 2013 (60 days from the date of the Petroleum Concession Agreement).

The Phase 2 work program, budgeted at $8,500,000, consists primarily of drilling an initial well to 8,000 feet.


Canaccord Genuity Corp. has agreed, subject to completion of a satisfactory due diligence review, to act as sponsor of the Company in connection with the Option. Canaccord Genuity Corp. is at arm's length to Oculus and Quest.

Canaccord Genuity Corp. will receive a sponsorship fee and reimbursement of expenses. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.


Oculus is a NEX exchange listed issuer, which was originally listed as a capital pool company (CPC) on the TSXV in 2008. Completion of the Option will be Oculus' "qualifying transaction" as defined under TSXV policy 2.4; and upon closing the Company will become a Tier 2 oil and gas issuer on the TSXV. As the transaction is at arm's length, the Company does not anticipate that it will seek shareholder approval to the Option or its Change of Name.

The completion of the Option and the change of the Company's business are subject to a number of conditions, including but not limited to, satisfactory due diligence, and all necessary approvals including the acceptance of the TSXV. There can be no assurance that the Option will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement yet to be prepared in connection with the transaction, any information release or received with respect to the Option may not be accurate or complete and should not be relied upon. Trading of the securities of the Company should be considered highly speculative.

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


"Darren Devine"

Darren Devine

CFO and Director

Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, 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.

Canaccord Genuity Corp., subject to completion of satisfactory due diligence, has agreed to act as a sponsor in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.


Contact Information

  • Oculus Ventures Corporation
    Darren Devine
    (604) 648-8105 (FAX)