Southampton Ventures Inc.
TSX VENTURE : SV

Southampton Ventures Inc.
Quetzal Energy Inc.

Quetzal Energy Inc.

February 17, 2009 11:27 ET

Southampton Ventures Inc. and Quetzal Energy Inc. Announce Increased Offering

TORONTO, ONTARIO--(Marketwire - Feb. 17, 2009) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES

Southampton Ventures Inc. ("Southampton") (TSX VENTURE:SV) and Quetzal Energy Inc. ("Quetzal") are pleased to announce that they have increased the size of the previously announced non-brokered offering of subscription receipts by Quetzal, which financing is to be effected in conjunction with the proposed acquisition by Southampton of Quetzal as disclosed in the previous joint press release of Southampton and Quetzal dated February 5, 2009. Pursuant to the amended terms of the offering, Quetzal shall now issue up to a maximum of 32,000,000 subscription receipts (the "Subscription Receipts") at a price of $0.125 per Subscription Receipt to raise gross proceeds of up to a maximum of $4,000,000. Each Subscription Receipt will be automatically convertible in certain circumstances (including in connection with the proposed transaction with Southampton) into one unit of Quetzal (a "Unit") consisting of one common share of Quetzal and one share purchase warrant. Each such share purchase warrant will entitle the holder to acquire one additional common share of Quetzal at an exercise price of $0.20 for a period of three years following the date of listing of the common shares of Quetzal (or, upon closing of the proposed transaction with Southampton, the common shares of Southampton issued in exchange therefor) on a stock exchange in Canada, provided that if the closing price of the common shares of Quetzal (or the common shares of Southampton issued in exchange therefor, as applicable) on a stock exchange in Canada is higher than $0.60 per common share for a period of 20 consecutive trading days at any time after such common shares become listed on such stock exchange, the expiry date of the warrants may be accelerated by giving notice to the holders thereof and in such case the warrants will expire on the 30th day after the date on which such notice is provided. Eligible registrants shall receive a cash commission equal to 8% of the gross proceeds they raise as well as broker warrants (the "Broker Warrants") entitling them to acquire such number of Units as is equal to 10% of the aggregate number of Subscription Receipts they sell in the financing, at a price of $0.125 per Unit for a period of three years. In connection with the proposed acquisition of Quetzal by Southampton, it is proposed that all common shares and share purchase warrants of Quetzal comprising the Units, and all common shares of Quetzal underlying such share purchase warrants, will be automatically exchanged for or converted into a corresponding security of Southampton.

Completion of the transaction and financing remain subject to a number of conditions, including the approval of the TSX Venture Exchange.

Forward-Looking Statements

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Southampton and Quetzal, including, but not limited to, the impact of general economic conditions, industry conditions, dependence upon regulatory and shareholder approvals, the execution of definitive documentation and the uncertainty of obtaining additional financing. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

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.

Contact Information

  • Southampton Ventures Inc.
    Richard Patricio
    Corporate Secretary and Director
    (416) 941-1071
    Email: patricio@pinetreecapital.com
    or
    Southampton Ventures Inc.
    130 King Street W., Suite 2500
    Toronto, Ontario M5X 1A9
    or
    Quetzal Energy Inc.
    Wayne Fraser
    Chief Financial Officer
    (416) 362-9096
    Email: wayne@quetzalenergy.com
    or
    Quetzal Energy Inc.
    20 Adelaide Street East, Suite 1102
    Toronto, Ontario M5C 2T6