Rodeo Capital II Corp.
TSX VENTURE : ROP.P

August 24, 2011 14:58 ET

Rodeo Capital II Corp. Announces Progress on Completion of the Proposed QT with Shona Energy Company

Including the Execution of an Amended and Restated Business Combination and Arrangement Agreement and Receipt of an Interim Order

CALGARY, ALBERTA--(Marketwire - Aug. 24, 2011) - Rodeo Capital II Corp. (TSX VENTURE:ROP.P) (the "Company" or "Rodeo II"), is pleased to announce that the Company continues to make progress in completing its proposed Qualifying Transaction ("QT") with Shona Energy Company, Inc. ("Shona"), a Houston based energy & petroleum company with operations in Colombia and Peru. In particular, on August 24, 2011, the Company and Shona were granted an Initial Order from the Supreme Court of British Columbia approving of the plan of arrangement (the "Arrangement"), which is a material part of Rodeo II's business combination agreement with Shona.

Further to its press release dated May 25, 2011, Rodeo II also advises that it has entered into an amended and restated business combination and arrangement agreement (the "Amended Agreement") dated August 19, 2011 with Shona, its wholly-owned British Columbia subsidiary ("Shona Subco") and Rodeo II's wholly-owned British Columbia subsidiary ("Rodeo ll Subco"). The Amended Agreement revises Rodeo II's contemplated share consolidation of the issued and outstanding Rodeo ll Common Shares on a 3 (old) for 1 (new) basis to a 2.5 for 1 basis and modifies the steps of the Arrangement in order to give effect to the Arrangement, as contemplated.

Rodeo and Shona are preparing a joint management information circular providing comprehensive information regarding the Arrangement and the parties thereto which is expected to be mailed to registered shareholders of both Shona and Rodeo by August 29, 2011. Meetings of each of the Company's shareholders and Shona's shareholders are expected be held on September 20, 2011, to consider the Arrangement and, if approved, the Arrangement is expected to close shortly thereafter.

In summary, an aggregate of approximately $32.3 million has been raised by Rodeo II and Shona and the funds are being held in escrow pending the closing of the QT. It is expected that the QT will close in late September 2011, subject to final approval of the TSX Venture Exchange and receipt of a Final Order from the Supreme Court of British Columbia, prior to trading in Shona's shares commencing on the Exchange.

This news release contains forward-looking information. More particularly, this news release contains statements concerning the prospective QT of the Company. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Forward-looking information involves known and unknown risks, uncertainties, assumptions (including, but not limited to, assumptions on the performance and financial results of Shona) and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The forward-looking statements contained in this news release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Completion of the Arrangement is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Arrangement cannot close until the required shareholder approvals are obtained. There can be no assurance that the Arrangement will be completed as proposed or at all.

This news 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 news 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.

Investors are cautioned that, except as disclosed in the management information circular, filing statement or other continuous disclosure document to be prepared in connection with the Arrangement, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Arrangement and has neither approved nor disapproved the contents of this news release.

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.

Contact Information

  • Rodeo Capital II Corp.
    Michael G. Thomson
    President, Chief Executive Officer and Chief Financial Offic
    Vancouver Office: (604) 312-4777
    tsxthomson@gmail.com