Rodeo Capital II Corp.
TSX VENTURE : ROP.P

August 05, 2011 18:30 ET

Rodeo Capital II Corp. Announces Second Closing of Previously Announced Financing

CALGARY, ALBERTA--(Marketwire - Aug. 5, 2011) -

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

Rodeo Capital ll Corp. (TSX VENTURE:ROP.P)(the "Company" or "Rodeo II"), a capital pool company, announces that, further to its press releases dated May 12, 2011, May 25, 2011 May 31, 2011, July 5, 2011 and July 26, 2011, it has closed a second tranche of its previously announced private placement of subscription receipts ("Subscription Receipts") through its wholly-owned subsidiary, 0910703 B.C. Ltd. ("Rodeo Subco") for aggregate gross proceeds of CDN$4.235 million (the "Financing") at a price of CDN$0.70 per Subscription Receipt. A total of 6,050,000 Subscription Receipts were issued pursuant to the Financing. Each Subscription Receipt entitles the holder thereof to receive, without additional consideration or further action, one common share of the public company issuer (the "Resulting Issuer") resulting from the plan of arrangement under the Business Corporations Act (British Columbia) of the Company, Rodeo Subco, Shona Energy Company, Inc. ("Shona") and a wholly-owned subsidiary of Shona, 0910803 B.C. Ltd. (the "Transaction"). The Transaction will be the "Qualifying Transaction" for the Company under the policies of the TSX Venture Exchange (the "Exchange"). The Subscription Receipts are subject to a statutory hold period of four months and a day, expiring on December 6, 2011.

AltaCorp Capital Inc. was the agent for the Financing (the "Agent"). The Agent earned a fee of 6% of the gross proceeds raised pursuant to the Financing. The aggregate gross proceeds from the Financing are being held in escrow until closing of the Transaction. Concurrently with the closing of the Transaction, the Subscription Receipts will be automatically exchanged for common shares of the Resulting Issuer, on a one-for-one basis. The Subscription Receipts are subject to an indefinite hold period under applicable securities laws.

The aggregate gross amount raised by the Company as a result of the first tranche of the offering and this Financing is CDN$15,236,440.10. The Company expects to close on a third and final tranche of the private placement offering of Subscription Receipts during the week of August 8, 2011 (the "Final Closing") for aggregate gross proceeds of approximately USD$17.5 million, bringing the total raised by the Company to approximately CDN$32 million (approximately 46 million Subscription Receipts).

The Resulting Issuer will use the proceeds to expand Shona's current oil and gas programs and for general corporate purposes.

About Rodeo Capital ll Corp.

Rodeo ll is a capital pool company that completed its initial public offering and obtained a listing on the Exchange in February, 2011 (Trading Symbol: "ROP.P"). Prior to entering into the definitive agreement with respect to the Transaction, Rodeo ll did not carry on any active business activity other than reviewing potential transactions that would qualify as Rodeo II's "Qualifying Transaction".

About Shona Energy Company, Inc.

Shona, incorporated in Delaware and based in Houston, Texas, is an international oil and gas exploration, development and acquisition company that was founded in January 2005. Shona's primary business focus is on South America including, without limitation, Colombia and Peru, where management of Shona has extensive exploration, production and financial expertise.

Cautionary Note

The Transaction is subject to a number of conditions including, without limitation, approval of the Exchange, approval of the Supreme Court of British Columbia, approval of certain of the securityholders of Shona and Rodeo II, completion of the share consolidation by Rodeo ll and completion of the Financing. Where applicable, the Transaction cannot close until all required approvals have been obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the continuous disclosure document containing full, true and plain disclosure regarding the Transaction, required to be filed with the securities regulatory authorities having jurisdiction over the affairs of the Company, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. The trading in the securities of Rodeo ll on the Exchange, if reinstated prior to completion of the Transaction, should be considered highly speculative.

ON BEHALF OF THE BOARD OF DIRECTORS:

Michael G. Thomson, President, Chief Executive Officer and Chief Financial Officer and Director

This press release contains forward-looking information. More particularly, this press release contains statements concerning the prospective Transaction of the Company and the timing of closing and size of the Final Closing. The information about Shona contained in the press release has not been independently verified by 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 terms and conditions of the prospective Transaction may change based on the Company's due diligence on the respective companies and properties of Shona (which is going to be limited as the Company intends largely to rely on the due diligence of other parties of the Transaction to contain its costs, among other things), regulatory and third party comments, consents and approvals and the ability to meet the conditions of the Transaction in the required timeframes. In addition, the closing of the Final Closing and the size of such financing will depend on the successful marketing of such financing and obtaining all necessary approvals in connection therewith. The forward-looking statements contained in this press 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 Transaction 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 Transaction cannot close until the required shareholder approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

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.

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 Transaction, any information released or received with respect to the Transaction 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 Transaction or the Financing and has neither approved nor disapproved the contents of this press 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 press release.

Contact Information

  • Rodeo Capital II Corp.
    Michael G. Thomson
    President, Chief Executive Officer
    and Chief Financial Officer and Director
    tsxthomson@gmail.com
    (604) 484-6628 or (cell) (604) 312-4777