Southampton Ventures Inc.

Southampton Ventures Inc.
Quetzal Energy Inc.

Quetzal Energy Inc.

April 15, 2009 11:07 ET

Southampton Ventures Inc. and Quetzal Energy Inc. Announce Shareholder Approval of Proposed Business Combination

TORONTO, ONTARIO--(Marketwire - April 15, 2009) -


Southampton Ventures Inc. ("Southampton") (TSX VENTURE:SV) and Quetzal Energy Inc. ("Quetzal") are pleased to announce that at their respective meetings of shareholders held earlier today, each of Southampton and Quetzal have each received the requisite shareholder approvals to complete their previously announced business combination as initially announced on January 12, 2009.

In anticipation of the closing of the transaction, Southampton proposes to consolidate all of its currently issued and outstanding common shares on the basis of one new share for each two existing shares, which consolidation is anticipated to be effected on or about April 16, 2009. Following the share consolidation, Southampton will acquire all of the issued and outstanding common shares of Quetzal in exchange for common shares of Southampton on a 1:1 basis. In connection with the transaction, all convertible securities of Quetzal will be exchanged for equivalent securities of Southampton which will thereafter entitle the holders to acquire securities of Southampton in lieu of securities of Quetzal based on the same terms and subject to the same conditions as the existing convertible securities of Quetzal. Southampton will also change its name in connection with the proposed transaction to "Quetzal Energy Ltd.", which name change is also expected to be effected on or about April 16, 2009. Following completion of the above-noted matters, it is anticipated that the common shares of Southampton will commence trading on the TSX Venture Exchange under the new symbol "QEI" on or about April 21, 2009, after giving effect to the business combination, consolidation and name change.

Also in connection with the proposed transaction, Quetzal has to date issued an aggregate of 20,720,000 subscription receipts (the "Subscription Receipts") further to its previously announced non-brokered private placement, at a price of $0.125 per Subscription Receipt to raise gross proceeds to date of $2,590,000. 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 (a "Warrant"). Prior to the completion of the business combination, Quetzal proposes to complete another tranche of its private placement, pursuant to which it may issue up to an additional 11,280,000 Subscription Receipts, or the underlying Units directly, at a price of $0.125 per Subscription Receipt or Unit, to raise additional gross proceeds of up to $1,410,000 (for aggregate gross proceeds of up to $4,000,000 pursuant to all tranches).

Each 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 (the "Listing Date") of the common shares of Quetzal (or the common shares of Southampton issued in exchange therefor pursuant to the proposed business combination) 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 pursuant to the proposed business combination) 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 Listing Date, 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 business combination, it is proposed that all common shares and Warrants of Quetzal comprising the Units, and all common shares of Quetzal underlying such Warrants, will be automatically exchanged for or converted into a corresponding security of Southampton.

PowerOne Capital Markets Limited ("PowerOne") has been retained to act as an advisor in connection with the proposed transaction, in connection with which PowerOne will receive an advisory fee payable in shares consisting of such number of common shares of Southampton (on a post-consolidation basis) as is equal to 3% of the total number of common shares of Quetzal issued and outstanding immediately prior to the closing of the transaction (the "Advisory Fee").

For further details respecting the operations of each of Quetzal and Southampton, please refer to the public filings available under the respective profiles of such companies on SEDAR at

Completion of the transaction is subject to a number of conditions, including the approval of the TSX Venture Exchange and the execution of definitive documentation. 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 to be prepared in connection with the transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of both Southampton and Quetzal should be considered highly speculative. The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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.


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