Strata-X Ltd.

September 22, 2011 17:49 ET

Ozcapital Ventures Inc. Completes Qualifying Transaction, Private Placement and Changes Name to Strata-X Ltd.

EDMONTON, ALBERTA--(Marketwire - Sept. 22, 2011) - Strata-X Ltd. (TSX VENTURE:SXE) (formerly Ozcapital Ventures Inc.) (the "Corporation") is pleased to announce, further to its news releases dated May 13, 2011, and August 30, 2011, that it has completed its qualifying transaction (the "Qualifying Transaction") pursuant to the policies of the TSX Venture Exchange ("TSX-V"). In connection with the Qualifying Transaction, the Corporation completed a non- brokered private placement raising gross proceeds of approximately $3.7 million (the "Offering") and the name of the Corporation was changed from Ozcapital Ventures Inc. to Strata-X Ltd. The Corporation anticipates that at the open of trading on or about September 26, 2011, the Corporation will no longer be considered a capital pool company and the Corporation's common shares will begin trading on the TSX- V under the trading symbol "SXE". The Corporation will be classified as a junior oil and gas Tier 2 Issuer on the TSX-V.

Completion of Qualifying Transaction

Pursuant to the Qualifying Transaction, the Corporation acquired all of the issued and outstanding common shares of Strata-X, Inc. ("Strata-X") from the shareholders of Strata-X in exchange for a total of 19,980,000 units, each unit being made up of one common share and one-half of a common share purchase warrant. Each unit was issued at a deemed price of $0.15 and one whole warrant will be exercisable at a price of $0.50 to acquire one common share of the Corporation until March 22, 2013. The deemed value of the transaction was $2,997,000.

As a result of the Qualifying Transaction, Strata-X became a wholly-owned subsidiary of the Corporation. Upon completion of the acquisition and the Offering there are a total of 42,308,156 common shares issued and outstanding, together with 16,154,072 common share purchase warrants, 658,653 finders' warrants, 3,600,000 incentive stock options and 600,000 agent options. Strata-X is engaged in the business of oil and gas exploration and development with a variety of exploration opportunities in North Dakota and production and development opportunities in California and Texas.

The board of directors of the Corporation now consists of five directors: Tim Hoops (President), Tim Bradley (Chief Financial Officer, Ron Prefontaine, Bohdan Romaniuk and Don Schurman. The officers of the Corporation are Tim Hoops, President and Chief Executive Officer, Tim Bradley, Chief Financial Officer and Doug Walker, Corporate Secretary.

In connection with the Qualifying Transaction the Corporation obtained a new CUSIP and ISIN number: CUSIP# 86270B107; ISIN# CA86270B1076. The "old" common shares of the Corporation (CUSIP # 692672 10 8) will be delisted.

Details respecting the Qualifying Transaction and Offering can be found in the Corporation's Filing Statement dated August 30, 2011, which is available for review at www.sedar.com.

The Offering

Concurrent with the Qualifying Transaction, the Corporation completed the Offering. The Corporation issued 12,328,156 units at a price of $0.30 per unit for total gross proceeds of $3,698,447.70.

Each unit is made up of one common share and one-half of a common share purchase warrant. One whole warrant will be exercisable at a price of $0.50 to acquire one common share of the Resulting Issuer until March 22, 2013. A total of 6,164,067 common shares are reserved for issuance on exercise of the warrants associated with this number of units.

The Corporation has also issued a total of 658,653 warrants to arm's length finders representing 8% of the number of units sold by such finders. A finder's warrant entitles the holder to acquire one common share of the Resulting Issuer at a price of $0.50 until March 22, 2013.

The units issued in the Offering are subject to a four month hold period and a portion of the units issued in the Qualifying Transaction are subject to escrow provisions.

The proceeds of the private placement will be used to complete the Corporation's stated business objectives, general and administrative expenses and general working capital.

About Strata-X Ltd.

Strata-X Ltd., through its wholly-owned subsidiary Strata-X, Inc., a Colorado corporation, has rights to approximately 212,000 gross acres (182,000 net) in petroleum leases located in North Dakota, California, Colorado and Texas. The Corporation is targeting both conventional and unconventional oil and natural gas resources. The properties offer a blend of low risk development opportunities as well as higher risk, large potential return, exploration properties. More details of the company's plans will be forthcoming in future new releases.

This press release includes certain "forward-looking statements" within the meaning of the Canadian securities laws. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual events and results to differ materially from the Corporation's expectations include risks related to the development stage of the Corporation; market fluctuations in prices for securities of similar companies; and uncertainties about the availability of additional financing. Trading in the securities of the Corporation should be considered highly speculative.

Neither 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

  • Strata-X Ltd.
    Tim Hoops
    President and Chief Executive Officer
    303-278-2196

    Strata-X Ltd.
    Doug Walker
    Corporate Secretary
    780-439-8995