Sanction Capital Corp.
TSX VENTURE : SRP.H

July 31, 2014 09:27 ET

Sanction Capital Corp. Announces Proposed Qualifying Transaction Through Amalgamation With Marsa Energy Inc.

CALGARY, ALBERTA--(Marketwired - July 31, 2014) -

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES.

Sanction Capital Corp. ("Sanction") (TSX VENTURE:SRP.H) is pleased to announce that it has entered into an arm's length amalgamation agreement effective July 30, 2014 (the "Amalgamation Agreement") with Marsa Energy Inc. ("Marsa"), with respect to the amalgamation of Sanction and Marsa (the "Amalgamation"). The Amalgamation is expected to constitute the Qualifying Transaction (as such term is defined in the policies of the TSX Venture Exchange ("TSXV")) of Sanction.

Marsa is a federally incorporated private junior oil and gas company focused on the Middle East, North Africa and Mediterranean regions with oil and gas assets in Turkey.

The Amalgamation

Pursuant to the terms of the Amalgamation Agreement, Sanction and Marsa will amalgamate under the Business Corporations Act (Alberta) (the "ABCA") and continue as a new company, "Marsa Energy Inc." (the "Resulting Issuer"). Each common share in the capital of Sanction ("Sanction Share") that is outstanding immediately prior to the Amalgamation (other than Sanction Shares held by shareholders of Sanction ("Sanction Shareholders") who exercise their dissent rights) shall be converted into 0.09259259 issued, fully paid and non-assessable common shares in the share capital of the Resulting Issuer ("Resulting Issuer Shares") at a deemed price of $1.35 per Resulting Issuer Share. Each Class A share in the capital of Marsa ("Marsa Share") outstanding immediately prior to the Amalgamation (other than Marsa Shares held by shareholders of Marsa ("Marsa Shareholders") who exercise their dissent rights) shall be converted into one (1) issued, fully paid and non-assessable Resulting Issuer Share. Upon completion of the Amalgamation and assuming completion of the Concurrent Financing (as defined herein), former holders of Sanction Shares will hold, in the aggregate, 388,889 Resulting Issuer Shares representing approximately 1.06% of the outstanding Resulting Issuer Shares and former holders of Marsa Shares will hold, in the aggregate, 36,164,658 Resulting Issuer Shares, representing approximately 98.94% of the outstanding Resulting Issuer Shares.

As a result of the Amalgamation, Sanction will effectively acquire Marsa through the issuance of 33,764,658 Resulting Issuer Shares at a deemed price of $1.35 per Resulting Issuer Share for aggregate deemed consideration of $45,582,288, exclusive of the Resulting Issuer Shares issuable pursuant to the Concurrent Financing.

Pursuant to the Amalgamation Agreement, as of the effective date of the Amalgamation, Sanction shall have a minimum net working capital balance of $158,000, after payment or accrual of all legal, accounting and other expenses of the Amalgamation and, if such amount is less than $158,000, Marsa may elect, at its sole option, to proceed with the Amalgamation and reduce the number of Resulting Issuer Shares issued to Sanction Shareholders by an amount of Resulting Issuer Shares equal to the shortfall from $158,000 divided by 1.35.

In accordance with the terms of the Amalgamation Agreement, Sanction will use all reasonable commercial efforts to obtain option cancellation agreements ("Option Cancellation Agreements") from each holder of options ("Sanction Options") to purchase Sanction Shares, which Option Cancellation Agreements shall provide that all Sanction Options held by such holder of Sanction Options shall be surrendered for cancellation for nominal consideration prior to the Amalgamation.

The Resulting Issuer Shares to be issued pursuant to the Amalgamation will be issued pursuant to exemptions from the prospectus requirements of applicable securities legislation and certain of the Resulting Issuer Shares issued to insiders of Marsa will be subject to escrow conditions, as required by the TSXV.

Sanction expects that the Amalgamation will result in the Resulting Issuer being a Tier 2 Oil and Gas Issuer on the TSXV. The Amalgamation is not a Non-Arm's Length Transaction (as defined by the policies of the TSXV).

The Amalgamation must be approved by not less than 662/3% of the votes cast at the meeting (the "Marsa Meeting") of Marsa Shareholders and the meeting (the "Sanction Meeting") of Sanction Shareholders, respectively, each being held to consider, among other things, the Amalgamation. It is expected that the Marsa Meeting and the Sanction Meeting will be held on September 11, 2014 and a joint management information circular (the "Circular") will be provided to Marsa Shareholders and Sanction Shareholders in due course.

Reasons for and Benefits of the Amalgamation

The directors and management of Sanction believe that the Amalgamation is in the best interests of the Sanction Shareholders and that the Amalgamation provides a number of benefits for the Sanction Shareholders including, but not limited to, the following: (a) following the Amalgamation, the Resulting Issuer will have significantly greater financial and business resources which will enable it to more effectively undertake the exploration, development and production of oil and natural gas and compete more effectively with competitors having greater resources than Sanction alone; (b) Sanction Shareholders will gain exposure to Marsa's operations in the Thrace Basin in the Republic of Turkey; (c) Sanction Shareholders will receive a premium to Sanction's current share price; (d) Sanction Shareholders will gain access to Marsa's experienced board of directors; and (e) Sanction Shareholders will have the opportunity to participate in a combined company that will have increased market capitalization resulting in increased liquidity for Sanction Shareholders.

The directors and management of Marsa believe that the Amalgamation is in the best interests of the Marsa Shareholders and that the Amalgamation provides a number of benefits including provision of a public listing, which provides Marsa with a greater ability to access capital.

Board Recommendations

The board of directors of Sanction has unanimously approved the Amalgamation Agreement (William DeJong abstaining) and (i) determined that the Amalgamation is in the best interests of Sanction and the Sanction Shareholders; (ii) approved the Amalgamation Agreement and the transactions contemplated thereby; and (iii) recommends approval of the Amalgamation by Sanction Shareholders.

The Marsa Board has unanimously approved the Amalgamation Agreement, and has determined that the Amalgamation is fair, from a financial point of view, to Marsa Shareholders, and recommends approval of the Amalgamation by Marsa Shareholders.

About Marsa Energy Inc.

Marsa is a junior oil and gas company focused on the Middle East, North Africa and Mediterranean regions. Marsa is engaged in the exploration for and development and production of oil and natural gas. Marsa is active (through its subsidiaries) in Turkey and has offices in Calgary, Canada; Amsterdam, the Netherlands and Ankara, Turkey.

Marsa was incorporated under the Canada Business Corporations Act on February 11, 2010 and was extra-provincially registered in Alberta on March 5, 2010. Since its incorporation, Marsa has acquired a 100% interest in, and operatorship of, Exploration Licence MRS/3913 in No. XVII Izmir Petroleum District located in the Thrace Basin in the Republic of Turkey.

Principal Shareholders

To the knowledge of the directors and executive officers of Marsa, as at the date hereof, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of Marsa carrying 10% or more of the voting rights attached to any class of voting securities of Marsa, other than J. Scott Price, who owns 4,250,000 Marsa Shares or 12.59% of the issued and outstanding Marsa Shares (assuming there are 33,764,658 Marsa Shares issued and outstanding).

Marsa Resource Information

A technical report that complies with National Instrument 51-101 and the policies of the TSXV is being prepared and a subsequent news release disclosing a summary of the natural gas resources of Marsa will be issued.

Marsa Financial Information

The following table sets out, in summary form, selected unaudited financial information for Marsa as at and for the three month period ended March 31, 2014 and audited financial information for the financial years ended December 31, 2013, 2012 and 2011. The financial statements for the years ending December 2013, 2012 and 2011 were audited by KPMG LLP. Additional financial information for Marsa will be available in the Circular.

For the Three Month Period Ended March 31, 2014 (US$) For the
Year Ended
December 31, 2013
(US$)
For the
Year Ended
December 31, 2012
(US$)
For the
Year Ended
December 31, 2011
(US$)
Gas Sales 53,347 Nil Nil Nil
Cash Flow from Operating Activities (220,296 ) (4,006,642 ) (2,281,268 ) (1,703,619 )
Expenses 410,244 4,587,937 3,769,487 7,740,990
Net Loss 403,611 4,445,895 3,755,758 7,157,207
Total Comprehensive Loss 466,700 8,053,281 2,613,865 8,302,293
Basic and Diluted Loss Per Share 0.02 0.24 0.21 0.44
Balance Sheet Data
Total Assets 23,329,133 23,689,217 30,898,058 31,258,346
Total Liabilities 1,795,757 1,752,034 1,597,536 587,968
Working Capital (524,458 ) 325,429 10,195,543 13,937,688
Shareholders' Equity 21,533,376 21,937,183 29,300,522 30,670,378

Estimated Working Capital

The business plan for the Resulting Issuer will be further developed by the management team of the Resulting Issuer following the completion of the Amalgamation, at which time the Resulting Issuer will have estimated working capital of approximately $6,800,000 and no long term debt.

Concurrent Financing

Prior to completion of the transactions contemplated by the Amalgamation Agreement, but not as a condition of completion of the Amalgamation, Marsa plans to complete a brokered private placement of up to 2,400,000 subscription receipts (the "Subscription Receipts") at a price of $1.50 per Subscription Receipt for aggregate gross proceeds of $3,600,000 (the "Concurrent Financing"). Each Subscription Receipt represents the right to receive, through a series of transactions and without payment of additional consideration, one (1) freely tradable Resulting Issuer Share upon all conditions precedent to the Amalgamation Agreement being met (the "Escrow Release Conditions"). The proceeds from the Concurrent Financing will be deposited in escrow pending satisfaction of the Escrow Release Conditions. It is currently contemplated that if the Escrow Release Conditions: (a) are satisfied on or before September 30, 2014, the gross proceeds from the Concurrent Financing will be released to Marsa; and (b) are not satisfied by September 30, 2014, the gross proceeds will be returned to the holders of the Subscription Receipts, unless otherwise agreed by the holders.

The Concurrent Financing will be undertaken by a syndicate of agents on behalf of Marsa led by Canaccord Genuity Corp. and including FirstEnergy Capital Corp. and Raymond James Ltd. The agents are entitled to a cash commission of 6% of the gross proceeds of the Concurrent Financing, half of which will be payable upon closing of the Concurrent Financing and the other half of which shall be payable upon closing of the Amalgamation.

Proceeds of the Concurrent Financing will be used to develop Marsa's assets in the southwest Thrace Basin in Turkey and for general working capital purposes.

Board of Directors and Management of the Resulting Issuer

Upon completion of the proposed Amalgamation, the directors and senior officers of the Resulting Issuer are expected to be the following:

Blair L. Anderson, President, Chief Executive Officer and Director

Mr. Anderson was a co-founder and the Exploration Manager of Verenex Energy Inc. Mr. Anderson has over 30 years of international, domestic and frontier petroleum and natural gas exploration and development experience. Mr. Anderson has held numerous senior technical and managerial positions, including positions with Suncor Energy, Encor (Talisman) Energy, Natomas International, Hudbay Oil (Indonesia), Hudbay Oil (Australia) and Hudson's Bay Oil and Gas Co. Ltd.

Ricardo Montes, Vice President Finance and Chief Financial Officer

Mr. Montes has more than 25 years of experience leading multinational companies at top executive levels, providing financial and commercial expertise in all operational finance areas, including corporate accounting, financial reporting and statutory requirements, cash and working capital management, risk management, audit planning and execution, tax planning and compliance. Mr. Montes was the Chief Financial Officer of Solana Resources Limited until the company merged with Gran Tierra Energy Inc. in November, 2008. Formerly, Mr. Montes worked for the Shell Group of Companies in Colombia, Venezuela and the United States and for Lasmo Oil Plc in Colombia and the United Kingdom.

Fadi Nammour, Vice President Operations and Business Development

Mr. Nammour was a co-founder and the Manager Operations and Business Development of Verenex Energy. He has over 30 years of experience in domestic and international operations management and business development. Mr. Nammour began his professional career with Amoco USA and then served as Country and Project Manager for Kelt Energy (Perenco) France, working in the United States, Europe, the Middle East, Africa and South America. Subsequently, he served as Vice President International Business Development with Vermilion Resources and then worked as a business development, negotiations and acquisitions consultant for various companies based in the United States and for investors in the Middle East.

Brian Boulton, Chief Operating Officer

Mr. Boulton has over 35 years of experience in the energy sector, formerly holding both senior managerial and technical positions with Pembina Resources and Talisman Energy Inc. He is the former President and a director of EMM Energy Inc. and Newkind PNG Consultants Ltd. Mr. Boulton has extensive experience in oil and gas operations, economic evaluations, completions, workovers and pipeline and facilities construction, including management of sour gas facilities, construction projects, de-bottlenecking and start-ups.

J. Scott Price, Chairman and Director

Mr. Price has over 30 years of diverse global oil and gas experience in North and South America, Europe, Africa, the Middle East and the former Soviet Union. Most recently, he was the President and Chief Executive Officer of Solana Resources Limited, prior to its merger with Gran Tierra Energy Inc. in November, 2008. He is currently a director of Gran Tierra Energy Inc. and the President of Prospect International Inc., a private international resource and investment company. Mr. Price has been a founder, director and/or officer of several internationally focused public and private companies, including Aventura Energy Inc. and Ocelot International Inc., a publicly traded oil and gas company.

Ray Antony, Director

Mr. Antony has been a member of the Institute of Chartered Accountants of Alberta since 1977. He was the Chairman of Solana Resources and has also been an officer and director of numerous domestic and international oil and gas companies. Currently, Mr. Antony is the Chairman and Audit Chair of Canyon Services Group Inc., a publicly traded oil and gas services company and a director and Audit Chair of Blackhawk Resource Corp. and Sabre Graphite Ltd., a publicly traded technology company.

Peter Sider, Director

Mr. Sider is a professional engineer with more than 30 years of domestic and international oil and gas experience focusing on operations. Mr. Sider has been the Vice President Operations, Business Development and Engineering of Petromanas Energy Inc. since June, 2013. From 2006 to 2012 he served as Managing Director and then Vice President, European Operations with Vermilion Energy Inc. Prior to that, he was a venture capitalist and consultant involved in the start-up of a number of oil and gas companies. From 1993 to 1997, Mr. Sider was with Grad & Walker Energy Corp. and held various positions of increasing responsibility including Chief Operating Officer.

Bradley Fedora, Director

Mr. Fedora has been the President of Canyon Services Group Inc. since September 2007 and its Chief Executive Officer since November 2009. Previously Mr. Fedora was a Principal in the Corporate Finance group of Peters & Co. Limited, a Calgary-based investment banking firm focused on the energy sector, where he specialized in financings and merger and acquisition transactions for the oil and natural gas services and supply sector since 2000. Mr. Fedora holds a Bachelor of Science from the University of Saskatchewan and an MBA in finance from the University of British Columbia.

Roy Hudson, Corporate Secretary

Mr. Hudson is a partner in the Davis LLP Calgary office. His practice is focused on advising resource-based and other companies involved in oil and gas exploration and production, energy services, mining, construction and technology. Mr. Hudson acts as corporate counsel for both private and publicly traded junior and mid-size companies and handles their securities law compliance, corporate/commercial, M&A and other legal requirements. In this capacity, he works closely with management and boards of directors to advise on, and implement, strategic initiatives. Mr. Hudson has been an officer and/or director of several public and private companies.

Material Conditions Precedent

Pursuant to the terms of the Amalgamation Agreement, the completion of the Amalgamation is subject to the satisfaction of a number of conditions at or prior to the Effective Date (as defined herein) (which conditions may be waived by one Party or both Parties), including, without limitation: (a) the resolution of Sanction Shareholders approving the Amalgamation shall have been passed by Sanction Shareholders on or before September 30, 2014, in form and substance satisfactory to each of Sanction and Marsa, acting reasonably; (b) the resolution of Marsa Shareholders approving the Amalgamation shall have been passed by Marsa Shareholders on or before September 30, 2014, in form and substance satisfactory to each of Sanction and Marsa, acting reasonably; (c) the date the Amalgamation becomes effective under the ABCA (the "Effective Date") shall occur on or prior to September 30, 2014 or such other date as agreed to by Marsa and Sanction in writing; (d) the Amalgamation and the issuance of the Resulting Issuer Shares to the Sanction Shareholders and Marsa Shareholders shall have been conditionally approved by the TSXV as Sanction's Qualifying Transaction on or before August 15, 2014 or such later date as may be agreed to by Sanction and Marsa; (e) the TSXV shall have conditionally approved the listing of the Resulting Issuer Shares; (f) there shall be no action taken under any existing applicable law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any governmental authority or similar agency, that: (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Amalgamation or any other transactions contemplated herein; or (ii) results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated herein; (g) Marsa and Sanction shall have obtained all consents, approvals and authorizations required or necessary in connection with the Amalgamation; (h) the representations and warranties made by each of Marsa and Sanction being true in all material respects as of the Effective Date and each of Marsa and Sanction having complied with all the covenants in the Amalgamation Agreement; (i) there being no material adverse change in respect of either Marsa or Sanction; (j) holders of no more than 5% of the Marsa Shares or Sanction Shares have exercised their respective dissent rights; and (k) the Sanction Board shall not have withdrawn, modified or changed any of its recommendations for the Amalgamation.

In addition, the completion of the Amalgamation is subject to other conditions in favour of each of Marsa and Sanction, respectively, which are set forth in detail in the Amalgamation Agreement.

Sponsorship

Sponsorship of the Amalgamation is required pursuant to TSXV Policy 2.2. Sanction and Marsa have applied to the TSXV for an exemption to the sponsorship requirement. There is no guarantee that an exemption will be granted by the TSXV.

Trading Halt

Trading in Sanction Shares on the NEX is halted and will remain halted until the documentation required by the TSXV in connection with the Qualifying Transaction has been reviewed and accepted by the TSXV.

Subject to satisfaction or waiver of the conditions precedent referred to herein and in the Amalgamation Agreement, Sanction and Marsa anticipate the proposed Amalgamation will be completed on or before September 30, 2014.

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

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the proposed Qualifying Transaction, any information released or received with respect to the proposed Qualifying 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 TSXV has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

All information contained in this press release with respect to Sanction and Marsa was supplied by Sanction and Marsa, respectively, for inclusion herein. Sanction and its directors and officers have relied exclusively on Marsa for any information concerning Marsa.

ADVISORY: This press release may contain "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein may be forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as "plans", " expects" or "does not expect", "proposed", "is expected", "budgets", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. This forward-looking information in respect of Sanction and Marsa reflects Sanction's or Marsa's, as the case may be, current beliefs and is based on information currently available to Sanction and Marsa, respectively, and on assumptions Sanction or Marsa, as the case may be, believes are reasonable. These assumptions include, but are not limited to, management's assumptions about the TSXV approval for the Qualifying Transaction, closing of the Concurrent Financing, closing of the Amalgamation announced above and Marsa's assumptions regarding potential resource estimates.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Sanction, Marsa or the Resulting Issuer to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; commodity prices; delay or failure to receive board or regulatory approvals; changes in legislation, including environmental legislation, affecting Marsa; timing and availability of external financing on acceptable terms; the drilling and completion of future wells; and limited available geological data and uncertainties regarding the actual production characteristics of, and recover efficiencies associated with, the reservoirs. Although Sanction and Marsa have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release represent the expectations of Sanction and Marsa as of the date of this press release and, accordingly, are subject to change after such date. However, Sanction and Marsa each expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

Reader Advisory Regarding Disclosure of Resources

Unless otherwise indicated, all estimates of resources in this press release have been prepared or evaluated in accordance with the COGE Handbook.

THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Sanction Capital Corp.
    Leif Snethun
    President, Chief Executive Officer
    and Chief Financial Officer
    (403) 617-6808