Quinto Real Capital Corporation
TSX VENTURE : QIT.P

Quinto Real Capital Corporation

November 09, 2011 08:00 ET

Signature of a Letter of Intent for a Reverse Takeover Constituting Quinto Real Capital Corporation's Qualifying Transaction

LAVAL, QUEBEC--(Marketwire - Nov. 9, 2011) - Quinto Real Capital Corporation (TSX VENTURE:QIT.P)(the "Corporation" or "Quinto") is pleased to announce the signature of a letter of intent dated October 31, 2011 with Morichal Sinoco, S.A. ("MSSA"), Rosamar Resources Inc. ("Rosamar") and El Cocal Industry S.A. ("El Cocal", and together with MSSA and Rosamar, the "Vendors") for the direct acquisition of a 100% undivided interest in a license (the "Transaction"), known as VMM- 17 oil block project, which consists of 39,927 hectares located in the Middle Magdalena Basin, Province of Tolima, in the center of the country of Colombia (the "Properties") that shall constitute an arm's length Qualifying Transaction within the meaning of Policy 2.4 of the TSX Venture Exchange's Corporate Finance Manual (the "Qualifying Transaction").

Concurrently with the completion of its Qualifying Transaction, the resulting issuer intends to make a non-brokered private placement of a minimum of $4,000,000 and a maximum of $6,000,000 with many investors, subject to the obtention of all requisite regulatory approval, including that of the TSX Venture Exchange (the "Exchange"). The resulting issuer shall pay a commission of up to ten percent (10%) of the gross proceeds, if any, of the Private Placement.

Sponsorship of a qualifying transaction for a capital pool company is required by the Exchange unless exempt in accordance with the Exchange's policies.

THE PROPOSED QUALIFYING TRANSACTION

The Transaction shall constitute an arm's length Qualifying Transaction for the Corporation within the meaning of Policy 2.4 of the Exchange's Corporate Finance Manual (the "Transaction") and is subject to a number of conditions precedent, including a due diligence of the Vendors, a private placement described hereafter and the receipt of all requisite regulatory and corporate approvals, including that of the Exchange.

Pursuant to the Transaction, the Corporation shall purchase the Properties for a total consideration of $25,000,000, payable through the issuance of 83,333,333 class "A" common shares in the share capital of the Corporation (the "Common Shares"), for a price of $0.30 per Common Share. A finder's fee (the "Finder's Fee") shall be payable to Trans Globe Communications Inc. through the issuance of 4,165,000 Common Shares at a deemed price of $0.30 per Common Share. There is no other consideration to be paid.

ABOUT THE VENDORS

MSSA is an oil and gas exploration and production company which owns 100% of the Properties.

The Properties are not owned by any person or entity other than MSSA nor does any person or entity possess any proprietary rights or interests, of whatever nature, thereon. The Properties constitute MSSA's only essential tangible assets.

MSSA was duly incorporated on August 22, 2005 under the law of the Republica Bolivariana de Venezuela under the name Morichal Petrόleo y Gas C.A. and has its registered and records office at Urbanizacion La Lagunita, Centro Empresarial La Lagunita, Second Floor, Office 211, El Hatillo, Caracas, Venezuela and a registered branch office at CRA 47A Calle 96-41 Oficina 610, La Castellana, Bogota, Colombia.

Ms. Xi Manhong, Beijing, China, President of MSSA, controls and directs MSSA. Furthermore, Mr. Chien-Yeh Chen, Taïwan, China, is serving as the Executive Director and Executive Vice President of Morichal Sinoco S.A.

Financial position of MSSA

The audited 12 month financial statements ended December 31, 2010 of MSSA reveals, in constant Bolivars as of December 31, 2010, total assets of Bs 18,498,376, total liabilities of Bs 134,194 and no deficit. CAD$1 is approximately equivalent to 4.22 Bolivars as of this day.

Properties

Apex Energy Consultants Inc., ("Apex") has prepared a resource evaluation of the Properties signed by Mr. Michael Kamis P.Eng., Robert Nicholas Martin, P.Geol. and D.MacLellan, P.Eng. (the "Technical Report"), according to Regulation 51-101 respecting standards of disclosure for Oil and Gas Activities (hereinafter "Regulation 51-101". The Technical Report will be available for viewing under Corporation's profile on SEDAR at www.sedar.com. Mr. Michael Kamis, Robert Nicholas Martin and D.MacLellan are "Qualified Person" for the purpose of Regulation 51-101 and is considered independent of the Corporation. The following information regarding the Properties is derived from the Technical Report.

The Properties are located on the western and north western side of the Middle Magdalena Basin in the Country of Colombia approximately 100km northwest of Bogota.

The license for the Properties totals approximately 399.27 square kilometers, 39,927 hectares (approximately 98,662 acres). The license is between latitudes 5o00'00"N and 5o25'00"N and longitudes 74o70'00" and 74o80'00"W. There is a major oil pipeline within 15 km of the western side of VMM-17.

The license for the Properties is the area of the polygonal formed of vertices enclosing thirty-nine thousand nine hundred twenty-seven (39,927) hectares or three hundred and ninety- nine (399.27) square kilometres defined by Article 4 of number 008 of May 3, 2004. The block is located within the municipal jurisdiction of Guaduas Chaguani in the Department of Cundinamarca and Honda, Mariquita and Guayabal (Armero) in the Department of Tolima. The point of reference are Geodetic Vertices "GPS-TT-10 from the Instituto Geográfico Agustin Codazzi, flat GAUSS coordinates with original Bogotá datum plane MAGNA-SIRGAS: N: 1047181.221 meters, E: 910422.323 meters, which correspond to the geographical coordinates of latitude SIRGAS datum MAGNA-5o01'20, 50657 " North of the Equator, longitude 74o53'06,90742" West of Greenwich.

The Technical Report has been prepared and filed with the TSX Venture Exchange as supporting documentation for the proposed Qualifying Transaction. Once the Technical Report has been reviewed, further detailed information regarding the properties will be disclosed in a subsequent news release.

PRIVATE PLACEMENT

After the completion of the Transaction, the resulting issuer shall have completed a non-brokered private placement for aggregate subscriptions of an approximate minimum of $4,000,000 and an approximate maximum of $6,000,000 (the "Private Placement"). In consideration of said minimum and maximum amounts in received subscriptions, the resulting issuer will issue a minimum of 10,000,000 Common Shares and a maximum of 15,000,000 Common Shares at a deemed price of $0.40 per Common Share. Each Common Share issued will be subject to a mandatory holding period of four (4) months and one (1) day from the issuance of the Common Share. The resulting issuer shall pay a commission of up to ten percent (10%) of the gross proceeds, if any, of the Private Placement.

The Corporation will use the proceeds of the Private Placement to fund its working capital and to continue its exploration activities on the Properties.

PRO FORMA CAPITALIZATION

Once the Qualifying Transaction and the Private Placement are completed, a maximum aggregate of 110,498,331 Common Shares shall be issued and outstanding. The current shareholders of Quinto shall hold an aggregate of 7,999,998 Common Shares (7.24%) of the issued and outstanding Common Shares). The Vendors shall hold an aggregate of 83,333,333 Common Shares (75.42% of the issued and outstanding Common Shares). A Finder's Fee shall be payable to Trans Globe Communications Inc. through the issuance of 4,165,000 Common Shares at a deemed price of $0.30 per Common Share (3.77% of the issued and outstanding Common shares). The investors subscribing under the Private Placement shall own a maximum of 15,000,000 Common Shares (13.57% of the issued and outstanding Common Shares). The existing stock option plan of Quinto, whereby 750,000 options have been granted to certain officers and Directors of the Corporation, will remain in force. In addition, the resulting issuer intends to reserve 9,945,000 Common Shares within the scope of its stock option plan at an average cost of $0.40 per option as part of the Transaction. The distribution of the 9,945,000 options is subject to the approval of the proper authorities.

BOARD OF DIRECTORS AND SENIOR MANAGEMENT OF THE RESULTING ISSUER

The board of directors of the Resulting Issuer shall be composed of a maximum of five (5) directors: two (2) of which shall be appointed by the Purchaser and three (3) by the Vendors.

After the completion of the Transaction, two (2) of the actual members of the Board of Directors of the Corporation, Mssrs Marcel Bergeron and Michael Curtis will sit on The Board of Directors of the resulting issuer.

In addition to a director to be appointed at the end of the Qualifying Transaction by the current Board of Directors of Quinto, the Corporation is pleased to announce the appointment of new members on the Board of Directors and in the Management team. These changes will be effective upon closing of the Transaction.

  • Xi Manhong will join the Board of Directors ;
  • Chien-Yeh (Gary) Chen will join the Board of Directors and will become Chairman of the Board of Directors and CEO; and
  • An additional board member to be determined.

Xi Manhong – Ms. Xi Manhong is President of MSSA since June 2009. Previously, she was working as engineer for China Petroleum and Gas Exploration and Development Company of CNPC from october 2004 to may 2009 and for the Planning and Design Institute of Qinghai Oilfield from September 1980 to September 2004. Ms. Manhong is an engineer who has graduated from the Xian College of Mine.

Chien-Yeh (Gary) Chen – Mr. Gary Chen is serving as Executive Director and Executive Vice President of Morichal Sinoco S.A. From 2008 until January 2011, Mr. Chen has serves as Vice President, Business Development of Noveko International. Before joining Noveko, he was President and founder of Unitam International Management Corporation Inc. Since Unitam's inception in 1988, Mr. Chen has worked with clients in the construction, energy, life sciences and technology sectors to establish sales and distribution activities, joint-venture partnerships and OEM manufacturing operations throughout Asia.

SPECIFIC CONDITIONS RELATED TO THE CLOSING

The specific conditions that must be met in relation to the closing of the Qualifying Transaction are: (i) the resulting issuer must meet the minimum listing requirements of a Tier 2 issuer according to the Exchange policies up to and including the date on which the Exchange will issue its final approval; (ii) the completion of a due diligence and the analysis of the Vendors and the Properties shall be to the complete satisfaction of Quinto; (iii) the completion of the private placement shall be to the complete satisfaction of the parties; (iv) The execution of an asset purchase agreement regarding the purchase of the Properties shall be to the complete satisfaction of the parties; (v) the Transaction contemplated herein must be eligible as a Qualifying Transaction and must be accepted as such by the Exchange; and (vi) no material change must occur in the business and operations of the Vendoers and of Quinto.

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 approval is 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 management information circular or filing statement 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 proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither 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 release.

Contact Information

  • For Quinto Real Capital Corporation:
    Michael Curtis
    President and Chief Executive Officer
    (450) 681-7744

    For the Vendors:
    Chien-Yeh (Gary) Chen
    450 681-7744