Sabrich Capital Corporation

March 17, 2008 13:49 ET

Sabrich Capital Corporation Resumes Trading and Announces Update to Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - March 17, 2008) - Sabrich Capital Corporation ("Sabrich" or the "Corporation") (TSX VENTURE:SBH.P) today announced that the common shares of the Corporation will resume trading at the opening of the TSX Venture Exchange Inc. (the "TSX Venture") on Wednesday, March 19, 2008. Additionally, Sabrich announced further details concerning its amalgamation with Sentinel Rock Oilsands Corporation, ("Sentinel"), as set forth in previously released press releases dated December 21, 2007 and February 14, 2008, part of a business combination ("Business Combination") which will constitute the Qualifying Transaction of Sabrich pursuant to Policy 2.4 of the TSX Venture pursuant to an amalgamation agreement dated December 20, 2007.

Summary of the Qualifying Transaction

As part of the Business Combination, on February 14, 2008, Sabrich announced that Sentinel completed a private placement of 3,155,666 Sentinel Common Shares issued on a "flow-through" basis at a price of $0.60 per share for gross proceeds of approximately $1.9 million and 360,000 Sentinel Common Shares issued at a price of $0.50 per share for gross proceeds of $180,000 (the "First Sentinel Private Placement").

On March 7, 2008, Sentinel completed a second private placement of 200,033 Sentinel Common Shares issued on a "flow-through" basis at a price of $0.60 per share for gross proceeds of $120,019.80 and 592,000 Sentinel Common Shares issued at a price of $0.50 per share for gross proceeds of $296,000 (the "Second Sentinel Private Placement") (collectively, the "Sentinel Private Placements").

The Sentinel Private Placements were non-brokered, although a 6% finder's fee was paid to arm's length parties in cash and securities.

In total, Sentinel has now raised total gross proceeds pursuant to these private placements of $2,489,419.40.

Assuming completion of the maximum Sentinel Flow-Through Private Placement and maximum Sentinel Common Private Placement, Sentinel would have 34,722,361 Sentinel Common Shares issued and outstanding, as well as the 1,413,000 existing Sentinel stock Options and 90,000 existing Sentinel warrants.

Sabrich and Sentinel will complete the Business Combination pursuant to an amalgamation to form a new company to be named Sentinel Rock Oilsands Corporation, or such other name as may be agreed upon by the parties hereto ("NewCo"). Pursuant to the terms of the Business Combination: (i) the holders of the Sentinel Common Shares will receive one common share of NewCo (the "NewCo Common Shares") with a deemed value of $0.50 per share for each Sentinel Common Share owned; and (ii) the holders of the Sabrich Common Shares will receive one NewCo Common Share in exchange for each 4.25 Sabrich Common Shares. The Sabrich agents' options, Sabrich stock options, Sentinel Existing Options, Sentinel Warrants and Sentinel Agent's Options shall be replaced with the number of agent's options and stock options of NewCo, as applicable, with substantially similar terms based on the exchange ratio described above.

After completion of the Business Combination, the Board of Directors of NewCo will consist of Tyler D. Cran, Bryce G. Bonneville, Cameron G. Vouri, Robert G. Farquharson, Al J. Kroontje and Ray Ludwig, a current director of Sabrich. The officers of NewCo will be Tyler D. Cran as President & Chief Executive Officer, Bryce Bonneville as Vice-President, Business Development, Ross Moulton as Vice-President, Exploration, Gregory Q. Marr as Vice-President, Finance and Chief Financial Officer, and an individual to be determined as Chief Operating Officer. Further announcement on this individual will be made in due course.

After completion of the Business Combination and the Sentinel Private Placement (assuming the closing of the maximum of the Sentinel Flow-Through Private Placement and the Sentinel Common Private Placement), NewCo will have approximately 37,381,184 NewCo Common Shares outstanding. Of this amount, the Sentinel shareholders will hold approximately 92.9% of the NewCo Common Shares, and the current Sabrich shareholders will hold approximately 7.1% of the NewCo Common Shares, assuming completion of the maximum number of shares to be sold under such private placement.

As indicated above, completion of the Business Combination is subject to a number of conditions, including but not limited to, TSX Venture acceptance and pursuant to corporate law requirements, shareholder approval. The Business Combination cannot close until the required shareholder approval is obtained. There can be no assurance that the Business Combination will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Information Circular of the Corporation to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither Sentinel nor Sabrich will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Sabrich and Sentinel.

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

Contact Information

  • Sabrich Capital Corporation
    Michael L. Rousseau
    (403) 816-1947
    Sabrich Capital Corporation
    Bryce Bonneville
    Vice President, Business Development
    (403) 668-0427