Rodeo Capital II Corp.
TSX VENTURE : ROP.P

May 31, 2011 13:35 ET

Rodeo Capital II Corp. Provides Additional Information Concerning CDN $30,000,000 Financing

CALGARY, ALBERTA--(Marketwire - May 31, 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 II 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 and May 25, 2011, it will complete a brokered private placement of subscription receipts ("Subscription Receipts") on a "best efforts" basis through its wholly-owned subsidiary, 0910703 B.C. Ltd. ("Rodeo Subco") for aggregate gross proceeds of up to CDN$30,000,000 (the "Financing") or such other amount as the parties may agree to in writing, at a price of $1.00 per Subscription Receipt. Each Subscription Receipt will entitle 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").

AltaCorp. Capital Inc. will be the lead agent for the Financing on behalf of a syndicate of agents which includes Raymond James Ltd., Haywood Securities Inc. and TD Securities Inc. The agents will be granted an option to increase the size of the Financing by up to 10%. Closing of the Financing is expected to occur on July 12, 2011 or such other date as the agents, Shona and the Company may agree. The gross proceeds from the Financing will be 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 Resulting Issuer will use the proceeds to expand Shona's current oil and gas programs and for general corporate purposes.

About Rodeo Capital II Corp.

Rodeo II 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.

Rodeo ll will prepare and disseminate a subsequent Press Release including summary financial information and oil and gas reserve data of Shona.

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 II 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 II 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 Qualifying Transaction of the Company and the Financing. 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 Qualifying 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), the timing and success of the Financing, regulatory and third party comments, consents and approvals and the ability to meet the conditions of the Qualifying Transaction in the required timeframes. 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 and the Financing are 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 ll Corp.
    Michael G. Thomson
    President, Chief Executive Officer and Chief Financial
    Officer and Director
    Vancouver Office: (604) 484-6628 or Cell: (604) 312-4777
    tsxthomson@gmail.com