CALGARY, ALBERTA--(Marketwire - Oct. 25, 2012) - Solara Exploration Ltd. ("Solara") (TSX VENTURE:SAA.A) and Verity Energy Ltd. ("Verity") advise that the shareholders of both companies approved the Amalgamation of the two companies to form Corso Energy Ltd. (the "Company"). The shareholder meetings were held yesterday and the Amalgamation was unanimously approved by the shareholders of Verity and more than 90% of the shareholders of Solara. The parties advise that the Amalgamation will be completed in conjunction with the closing of the previously announced Private Placement of Equity and Debentures for the new Company to be formed pursuant to the Amalgamation. Completion of the Amalgamation is subject to a number of conditions, including but not limited to, approval by the TSX Venture Exchange and certain conditions as set out in the Amalgamation Agreement. As a result, there can be no assurance that the Amalgamation will be completed as proposed or at all.
As previously advised, the Private Placement includes $5 million of Units of Common Shares and Common Share Purchase Warrants and $6 million of Convertible 8.5% Debentures with provision for up to $1 million of greenshoe in each case. The companies commenced a formal process to market the financing products on Monday, October 22, 2012 through a syndicate of agents lead by Burgeonvest Bick Securities Limited, along with Octagon Capital Corp. and Global Securities Corp.
This news release may contain certain forward-looking statements, including management's assessment of future plans, acquisitions and operations, and capital expenditures and the timing thereof, that involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company's control. Such risks and uncertainties include, without limitation, risks associated with oil and gas exploration, development, exploitation, production, marketing and transportation, loss of markets, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other producers, inability to retain drilling rigs and other services, delays resulting from or inability to obtain required regulatory approvals and ability to access sufficient capital from internal and external sources, the impact of general economic conditions in Canada, the United States and overseas, industry conditions, changes in laws and regulations (including the adoption of new environmental laws and regulations) and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in foreign exchange or interest rates, stock market volatility and market valuations of companies with respect to announced transactions and the final valuations thereof, and obtaining required approvals of regulatory authorities. The Company's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits, including the amount of proceeds, that the Company will derive therefrom. Readers are cautioned that the foregoing list of factors is not exhaustive. All subsequent forward-looking statements, whether written or oral, attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
108,710,732 Class A Common Shares
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 release.