Tilting Capital Corp.
NEX BOARD : TLL.H

June 11, 2012 10:19 ET

Tilting Capital Corp. Announces Execution of Definitive Agreements to Acquire Colombia Oil and Gas Assets, New Board and Management Team, Increase in Private Placement, and Name Change

CALGARY, ALBERTA--(Marketwire - June 11, 2012) -

NOT FOR DISSEMINATION IN THE UNITED STATES

Tilting Capital Corp. (the "Corporation" or "Tilting Capital") (TSX VENTURE:TLL.H), today announced the execution of definitive agreements for the previously announced proposed transaction involving the purchase of certain Colombian oil and gas assets and the execution of a letter of intent to farm-in on certain Brazilian oil and gas assets (the "Proposed Transaction"). The Corporation also announced the new directors and officers following completion of the Proposed Transaction, and an increase of the private placement in connection with the Proposed Transaction.

Summary of the Proposed Transaction

Tilting Capital has entered into definitive agreements with Canacol Energy Ltd. (the "Vendor") for the following:

- Tilting Capital would acquire all of the Vendor's (60%) interest in the Production Sharing Contract which is forecast to result in a 23.4% net interest in the operated Entrerrios producing block in Colombia (the "Entrerrios Block"). The Entrerrios Block currently has production of approximately 120 net barrels of oil per day (gross approximately 500 barrels of oil per day) which would be the interest acquired by Tilting Capital. Consideration paid by Tilting Capital for a purchase price of $1,250,000 cash and would also issue to the Vendor 5,000,000 preferred shares or warrants which convert to common shares in the event the Entrerrios Block is extended by Ecopetrol to the end of the life of the field;

- Tilting Capital would acquire all of the Vendor's (15%)interest in the Morichito exploration block in Colombia (the "Morichito Block") for a purchase price of $500,000 cash; and

- The Vendor and Tilting Capital will enter into a letter of intent (the "Brazil Block LOI") pursuant to which Tilting Capital may farm into Block 170, Brazil ("Brazil Block") in the future and also enter into an area of mutual interest for Brazil with the Vendor. Tilting Capital will have no obligations or commitments on Brazil Block at closing of the Proposed Transaction.

Name Change

The Corporation will also be changing its name to ENERGIA Hydrocarbon Exploration and Production Corp. ("ENERGIA") to better reflect its forward focus and activity. ENERGIA has assembled a Board and Management team with a proven track record of initial start up companies, Latin American experience and extensive expertise and knowledge of all aspects of the oil and gas industry. ENERGIA will have a primary focus on South America where the management of the resulting issuer believes it can utilize its skills in Light and Heavy Oil (both conventional and unconventional), Shale, EOR and unconventional reservoirs.

Board of Directors and Management of the Resulting Issuer

The Corporation is pleased to announce the proposed management and board of directors following completion of the Proposed Transaction.

Alan Abrams, Littleton, Colorado - Chief Executive Officer of the Resulting Issuer

Mr. Abrams has over 30 years experience managing personnel, projects, and operations within the natural resources and infrastructure industries, both domestic and international. Mr. Abrams was a co-founder and member of the executive management team at Osum Oil Sands Corp ("Osum"), a private company in Alberta which has grown to a market cap of approximately $2 billion. As Vice President he was engaged in preparing capital budget estimates, technical resource evaluations, acquisitions, feasibility studies, financing presentations for capital raises, specialized engineering studies, and personnel recruitment. Mr. Abrams remains an advisor to Osum. Prior to Osum, Mr. Abrams managed several natural resource and infrastructure projects from the early start up feasibility and design phases to project delivery with an emphasis on bringing projects in at or below budget and on schedule. He has a proven history of creating management teams, establishing strategic alliances and joint venture partners, risk management, contractual negotiations, attentive budget management, and overall profitability. Mr. Abrams has extensive overseas experience including Venezuela, Costa Rica, Panama, Dominican Republic, Chile, Peru, Thailand, and Ireland. Most recently he served as Vice President for Clark Construction, a company that consistently ranks in the ENR top 10 U.S. contractors by volume. Mr. Abrams currently serves on the Board of Directors for a private oil sands firm with assets based in the U.S. Mr. Abrams holds a BSc in Mining Engineering from the Montana College of Mineral Science & Technology (MT Tech).

Michael Kobler, Sebastopol, California - Non-Executive Chairman of the Board of Directors of the Resulting Issuer

Over the past 35 years, Mr. Kobler has specialized in identifying, acquiring and producing natural resources and infrastructure developments throughout the world. He has served in a variety of roles for start-up companies including, but not limited to, Chairman of the Board of Directors, Chief Executive Officer, President, Technical Advisor, Engineer and Project Manager. He has extensive knowledge in natural resource development, as well as, the design and construction of large infrastructure projects.

Mr. Kobler was co-founder and CEO of Osum, a private company in Alberta Canada involved in oil sands exploration and development. As Chief Executive Officer and Member of the Board of Directors, Mike provided technical resource evaluations and subsequent acquisitions focused on extracting and producing Bitumen from previously unexploited resources at various project locations.

Mr. Kobler founded Underground Energy, Inc. ("Underground") in 2007. He directed the company's resource evaluations and acquisitions for conventional and unconventional thermal resources at project locations in California and Nevada. He is responsible for the company's corporate management and operations, financing and investor relations.

Previous to Osum, Mr. Kobler was the founder and President of an engineering design and construction management firm for 15 years. Specializing in infrastructure development in California, Mr. Kobler supervised a staff of over 20 engineers and technicians. In addition Mike has been engaged in several infrastructure and resource development projects in Latin America specifically Venezuela, Dominican Republic, Chile, Costa Rica, and Argentina.

Mr. Kobler holds a BSc in Mining Engineering from Montana College of Mineral Science and Technology.

Andrew Squires, Calgary, Alberta - Non-Executive Director of the Resulting Issuer

Mr. Squires is currently an Officer and Senior Vice President of Osum. Andrew was a founding member of the company (as Vice-President Engineering) and has been a key member responsible for Osum's growth through his management of the company's engineering staff, resource evaluation and acquisition, resource recovery technology development, capital budget preparation, financial presentations for capital raises, strategic corporate planning, and recruitment of the current executive and senior management and engineering technical teams.

Mr. Squires has spent the past 25 years focused in the field of conventional, unconventional, cold heavy and thermal heavy oil production and optimization. Starting his production engineering career working in AMOCO Canada's Heavy Oil Group, he then spent the next 13 years working and consulting for numerous domestic and international companies on conventional and heavy oil recovery technology, production optimization and commercial play development. His international work experience has taken him from Indonesia, Russia, China, Mexico, Cuba, Argentina, to Columbia. Some of the domestic companies Mr. Squires has worked and consulted to include PetroCanada, AEC, Pioneer Resources, AERA, Imperial Oil, Devon, PanCanadian, Dominion Energy, and Paramount Energy.

One of his early career achievements was a paper he authored on interwell communication in cold heavy oil production or "wormholes" as they are referred to. This research led to a fundamental change in the understanding of heavy oil production and recovery processes such as CHOPS. Over the years, he has consulted to many service and production companies to develop proprietary and specialized production equipment systems and processes and holds numerous patents jointly and individually on such work.

Mr. Squires holds a B.Sc. in Mechanical Engineering from the University of Alberta, and is a practicing member of APEGGA (the Association of Professional Engineers, Geologists and Geophysicists of Alberta.)

David V. Taylor, Lloydminster, Alberta - Chief Operating Officer of the Resulting Issuer

Mr. Taylor has over 35 years of oil and gas experience throughout Western Canada and other areas of the world specializing in the heavy oil sector. Most recently, Mr. Taylor was responsible for drillings and completions with various oil and gas companies including: Osum, Cutpick Energy, Meridian Exploration and Encana at Foster Creek. These responsibilities have included oversight of multi-stage horizontal fracturing and SAGD and other thermal projects for light and heavy oil. His experience in heavy oil production covers all aspects of production management, drilling and completions. Mr. Taylor has further extensive expertise in management of drilling and completion programs for oil, heavy oil and gas wells involving vertical, directional and horizontal drilling techniques. In 1979 he founded Windale Oil Services Ltd., of which he is the president and general manager. Through Windale he has provided and continues to deliver services to over 30 oil companies. These services have included management of operations covering all aspects of drilling programs together with completions and work-overs including perforating, multi-stage fracturing, SAGD, coiled tubing, fishing operations and oil sands exploration wells.

Randall A. C. Birks, Calgary, Alberta Vice-President, Development and Contracts

Mr. Birks has over 30 years of experience specializing in corporate oil and gas acquisitions and divestments, petroleum land negotiation and maximizing exploration, development and business operations. Over the span of this career, twenty-four years have been spent providing land management and corporate negotiations as a consultant. These consulting services ranged from providing negotiation and administration services through directing entire teams of consultants on large scale projects up to running A&D departments or performing as the manager of area business teams. In addition, recent years have brought participation in the foundation, financing and growth of four oil companies. Services have been provided to companies of every size from start-ups through emerging intermediates to well-established majors. This list of issuers includes: Imperial Oil, Gulf Canada Resources, Baytex Energy and Newport Petroleum. Negotiation and business development work has covered Western Canada, the Maritimes (both on and off-shore), the United States, the Caribbean and Central America and other foreign operations. In addition to the foregoing, Randy has been the manager of land, contracts and business development for Osum Oil Sands Corp. since its inception and has been instrumental in bringing about all of that company's acquisitions, its joint venture agreement in the oil sands Carbonate play, and in handling government, stakeholder and first nations negotiations. Concurrent with carrying out consulting and management work for various companies, he is the president and CEO of Birks Resources Ltd., a thriving private junior oil and gas company that has been built through participation in a number of oil and gas ventures. In addition to his corporate activities, Randy is active in several charities including holding the chairman position for Foothills Academy, a school for youth with learning disabilities.

Brian Hearst, Calgary, Alberta - Chief Financial Officer of the Resulting Issuer

Mr. Hearst is a Chartered Accountant with over 30 years experience in the oil and gas industry, including 15 years as Chief Financial Officer of junior public companies with both international and domestic operations. Most recently Mr. Hearst was CFO of Canacol Energy Ltd. with operations in Colombia, Brazil, and Guyana and together with the Canacol management team grew company production from gross 1,000 barrels of oil per day before government royalty and production share to gross approximately 45,000 barrels of oil per day. Prior positions involved operations in Russia, India, and Alberta. Mr. Hearst is a member of the Institute of Corporate Directors of Canada. Mr. Hearst is also a director of Gold Royalties Corp., a private Alberta company with investments in royalties in junior Canadian mining companies.

Mr. Hearst has had extensive experience managing and overseeing start up, financial, internal control, continuous disclosure and operating activities in Colombia and Brazil. These experiences include dealings with the ANH and ANP, inter-listing on the TSX and Colombia Stock Exchange, capital raising activities, establishing international and local banking relationships, tax planning, and setting up offshore structures.

Simon P. Clarke, Vancouver, British Columbia - Corporate Development Advisor and Proposed Director of the Resulting Issuer (at the next annual meeting)

Mr. Clarke has over 20 years of corporate finance and investment banking experience mainly focused on energy and resource companies. Mr. Clarke joined Underground in 2007 as one of the founders and as a director. He joined the company full-time in early 2011 as the Vice President of Corporate Development responsible for investor and media relations.

Mr. Clarke qualified as a corporate and securities lawyer in 1990 and spent four years with City of London law firm Simmons & Simmons, including two years seconded to the London Stock Exchange. Simon was also involved in investment banking in London with West LB Panmure and Williams de Broe Plc.

Since moving to North America in 2000, Mr. Clarke has been instrumental in developing and implementing corporate development strategies for a number of energy and resource focused companies including, RailPower Technologies Corp. ("RailPower"), where he served as the Executive Vice President while RailPower was Vancouver based. During his time at RailPower, Mr. Clarke was responsible for implementing the Company's successful corporate development strategy which included raising approximately $150 million over a 3-year period, primarily from institutional investors.

Mr. Clarke was a co-founder, Director and the initial Vice President of Corporate Development for Osum, a Calgary-based oil sands company. He remains a Board Observer and Advisor to the company. Mr. Clarke also serves as a Director of the energy-focused fund, Invico Energy II Fund, which is based in Calgary, Canada. He is also a director of Argus Metals Corp., which is a Vancouver-based mining company.

Mr. Clarke holds a LLP & Diploma in Legal Practice from Aberdeen University in Scotland.

At the next annual general meeting of the shareholders of Tilting, Mr. Clarke will also be a candidate for the board of directors.

Jehad Haymour, Calgary, Alberta - Non-Executive Director of the Resulting Issuer

Mr. Haymour is a partner and tax department manager for Fraser Milner Casgrain LLP's Calgary office. Mr. Haymour's experience includes significant tax structuring and transactional advice on various energy-based projects and has extensive experience in taxation issues specific to the energy sector. Mr. Haymour resides in Calgary, Alberta.

Lee A. Pettigrew, Calgary, Alberta - Non-Executive Director of the Resulting Issuer

Mr. Pettigrew has 20 years of investment banking experience specializing in oil & gas producers and the energy services industry. Mr. Pettigrew was one of nine founders of Newcrest Capital, and led its oil and gas effort for five years before the firm was bought by TD Bank. After a two year period as a Managing Director in TD's Energy Group, Mr. Pettigrew joined Orion Securities as co-head of its oil & gas group, where he led several billion dollars of transactions for E&P and services companies. Orion was bought by Macquarie Bank in 2007 where Mr. Pettigrew continued as a Managing Director until the spring of 2009. Mr. Pettigrew then founded a private merchant banking firm, Mercari Capital Ltd., with a mandate of principal-based investing in domestic and international junior oil and gas and services opportunities.

About Tilting Capital Corp.

Tilting Capital is a corporation under the Canada Business Corporations Act with no active business. Tilting Capital is listed on the NEX board of the Exchange. The NEX board accepts companies previously listed as Tier 1 or Tier 2 issuers on the Exchange which have failed to maintain compliance with the ongoing financial listing standards of the Exchange. The NEX board allows inactive companies to maintain a listing while they complete their reorganizations. In order to qualify for the NEX board, the Corporation must, among other conditions, be a reporting issuer in good standing with all relevant securities regulatory authorities and under corporate law.

At the Corporation's request, trading in its common shares has been halted by the Exchange. Trading is expected to remain halted until (i) the TSX Venture Exchange is satisfied with the material submitted in connection with the Proposed Transaction; and (ii) a sponsor is engaged or a sponsorship exemption is obtained.

Closing of the Proposed Transaction

It is contemplated that closing of the Proposed Transaction would be subject to a number of terms and conditions including:

  1. to the extent necessary, receipt of any and all necessary court approvals, stock exchange approvals, shareholder approvals, governmental consents, notifications, and any necessary contractual consents for the Proposed Transaction, including the TSXV and Ecopetrol;
  2. completion of a $4,500,000 private placement of units of the Corporation at $0.15 per unit, each unit to be comprised of one common share and one warrant exercisable for one additional common share at $0.30 expiring five years from closing;
  3. Tilting Capital will use commercially reasonable efforts to close at the earliest possible date, with closing to occur no later than July 16, 2012; and
  4. approval of the Proposed Transaction by the shareholders of Tilting Capital either by written consent or by shareholder meeting, as required by the Exchange.

About the Entrerrios Block

All information in this Press Release relating to the assets to be acquired from the Vendor is based upon information provided to the Corporation by the Vendor. Management of Tilting Capital has not yet independently reviewed this disclosure nor has Tilting Capital hired any third party consultants or contractors to verify such information.

The Entrerrios Block assets comprise the Vendor's various working interests in 14,920 acres of lands in Colombia on which there are currently three producing oil wells and one abandoned well. Current net production is 120 barrels per day of heavy oil.

A summary of the Vendor's share of reserves and future net revenue for the Entrerrios Block from a report dated as of June 30, 2011 prepared by DeGolyer and MacNaughton Canada Limited, independent qualified reserves evaluators, (the "DeGolyer and MacNaughton Report") is presented below. The DeGolyer and MacNaughton Report was prepared in accordance with National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities ("NI 51-101"). At the request of the TSX Venture Exchange, a mechanical update of the DeGolyer and MacNaughton Report is being provided for the purposes of evaluating initial listing requirements.

Gross Working Interest Remaining Reserves Future Net Revenue Before Income Tax
Reserve Category Light Crude Oil Heavy Crude Oil Natural Gas NGLs at 5% at 10% at 15% at 20%
Mbbl Mbbl Mbbl Mbbl M U.S.$ M U.S.$ M U.S.$ M U.S.$ M U.S.$
Proved Developed
Producing 76 - - - 1,248 1,201 1,156 1,115 1,076
Probable 4 - - - 171 159 150 140 131
Total Proved + Probable 80 - - - 1,419 1,360 1,306 1,255 1,207
Possible (1) 13 - - - 249 239 227 217 208
Total 93 - - - 1,668 1,599 1,533 1,472 1,415
  1. Possible reserves are those additional reserves that are less certain to be recovered than probable reserves. There is a 10% probability that the quantities actually recovered will equal or exceed the sum of proved plus probable plus possible reserves.

The following is the price deck table used in preparation of the DeGolyer and MacNaughton Report. There was no use of CAPEX in the evaluation of the Entrerrios Block by DeGolyer and MacNaughton. WTI oil price forecast was used for the Entrerrios Block. Operating expenses and operating-expense forecasts have been determined by DeGolyer and MacNaughton based on information provided by the Vendor, public information available on the analog field, Rubiales, and public information on operations of similar projects. In certain situations, future expenses, either higher or lower than current expenses, may have been used because of anticipated changes in operating conditions. Escalation has been applied to operating expenses to account for inflation. The Vendor's obligation for operating expenses is based on 60% in the Entrerrios Block. For the Entrerrios Block, there is a U.S. $0.30 per barrel abandonment liability obligation that is included into the variable cost of the evaluation. Future capital costs were estimated using current capital cost forecasts provided by the Vendor. Where necessary, these costs were scaled and adjusted to fit the scenario being evaluated. Escalation has been applied to capital costs to account for inflation. There is no capital cost for the Entrerrios Block at this time, but the Vendor's obligation is 60%. There is an 8% royalty for the Entrerrios Block. This royalty is a function of the forecast WTI price. At the request of the Vendor, Colombian corporation taxes were assessed on a consolidated basis taking into account the tax basis of the properties as of June 30, 2011, and additional taxes were assessed for each property that is included in the DeGolyer and MacNaughton Report separately. The Colombian corporate income tax is 33%. The depreciation of 30% for development, drilling and completion costs, 25% for gathering system and 20% for surface facility were applied to the assessment of the Entrerrios Block.

YEAR OIL FIELD COSTS INFLATION
%
EXCHANGE 1 Cdn $
= x USD
WTI
UNESC
$US/BBL
WTI @CUSHING $US/BBL
2001 2.4 0.646 - 25.82
2002 2.4 0.637 - 26.04
2003 2.5 0.716 - 30.99
2004 1.7 0.770 - 41.39
2005 2.0 0.826 - 56.48
2006 1.9 0.882 - 66.02
2007 2.0 0.936 - 72.19
2008 2.1 0.944 - 99.90
2009 0.8 0.880 - 61.68
2010 1.6 0.971 - 79.50
2011 6 mo Act. 1.8 1.024 99.00 99.00
2011 6 mo Est. 0.0 1.024 99.00 99.00
2012 2.0 1.000 97.25 99.20
2012 2.0 0.980 95.50 99.36
2013 2.0 0.980 95.50 99.36
2014 2.0 0.980 93.75 99.49
2015 2.0 0.980 92.00 99.58
2016 2.0 0.980 92.00 101.58
2017 2.0 0.980 92.00 103.61
2018 2.0 0.980 92.00 105.68
2019 2.0 0.980 92.00 107.79
2020 2.0 0.980 92.00 109.95
2021 2.0 0.980 92.00 112.15
2022 2.0 0.980 92.00 114.39
2023+ 2.0 escalate oil, gas and product prices at 2.0% per year thereafter

About the Morichito Block

All information in this Press Release relating to the assets to be acquired from the Vendor is based upon information provided to the Corporation by the Vendor.

The Morichito Block assets comprise the Vendor's various working interests in 57,247 acres of lands in Colombia on which there are currently no producing oil wells. The Morichito Block is in the Llanos Basin of Colombia.

A summary of the Vendor's share of reserves and future net revenue for the Morichito Block based on a report dated as of December 31, 2011 by Petrotech Engineering Ltd., independent qualified reserve evaluators, (the "Petrotech Report") is presented below. The Petrotech Report was prepared in accordance with NI 51-101.

Constant Case:

Light & Medium Oil Before Tax NPV @
Reserve 100% Gross Net 0% 5% 10% 15% 20%
Category (Mbbl) (Mbbl) (Mbbl) (M$) (M$) (M$) (M$) (M$)
Proved Developed Non-Producing 242 36 33 2,123 1,554 1,178 911 717
Proved Undeveloped 243 36 33 1,573 1,061 732 516 369
Total Proved 485 73 67 3,696 2,615 1,910 1,427 1,086
Probable 406 61 56 3,763 2,222 1,439 1,006 746
Total Proved + Probable 891 134 123 7,459 4,837 3,349 2,433 1,832

Forecast Case:

Light & Medium Oil Before Tax NPV @
Reserve 100% Gross Net 0% 5% 10% 15% 20%
Category (Mbbl) (Mbbl) (Mbbl) (M$) (M$) (M$) (M$) (M$)
Proved Developed Non-Producing 242 36 33 1,605 1,179 897 695 548
Proved Undeveloped 243 36 33 864 551 356 232 151
Total Proved 485 73 67 2,469 1,730 1,253 927 699
Probable 406 61 56 2,765 1,673 1,111 793 597
Total Proved + Probable 891 134 123 5,225 3,403 2,363 1,720 1,296

Notes: Details of the proved and probable non-producing and undeveloped reserves together with the net present values discounted at 0, 5, 10, 15, and 20% are shown in the tables above. For constant case, the average West Texas Intermediate (WTI) light crude oil price for 2011 was $100.08 per barrel and the Platts Latin American Wire for the average Vasconia 25° API FOB Coveñas light crude oil was $106.94 per barrel. For forecast case, the December 31, 2011 WTI oil closed at $98.83 per barrel and the Vasconia Oil closed at $103.83 per barrel. The forecast prices are based on the closing monthly NYMEX Oil Futures to 2017 and then escalated at 2% per year thereafter. The gross reserve is the Corporation's share of production before royalties and the net reserve is the Corporation's share of production after deduction of royalties. The ANH royalties for Colombia on the oil are paid in kind.

The estimations of the after-tax net present value incorporated the following:

  1. Tax Incentive Program for 2012 - Deduction of 30% of the investment capital towards corporate income tax reduction.
  2. The 3% tax on equity is calculated based on the higher value between 3% of the fiscal equity in the previous year and the results of the year. The fiscal equity is the total assets value less the liabilities, both based on the previous year. The results of the year are equal to income less costs, expenses and depreciation, depletion and amortization (DD&A) of year.
  3. Depreciation, depletion and amortization allowances (average rate of 13.3%) for the assets using of the straight line method over 7.5 years.
  4. Colombian corporation tax rates of 33% for 2012 onwards.
  5. General and Administrative expenses are estimated at $5.00 per barrel.

The estimated net present values do not represent a fair market value. The abandonment costs of the wells, the salvage values of the equipment, and the environmental clean-up costs have been incorporated at the end of the economic life. In reviewing the reserves estimates provided, it should be understood that there are inherent uncertainties and limitations with both the database available for analysis and the interpretation of such engineering and geological data. The judgments used in assessing the reserves are considered reasonable given the knowledge of the property reviewed. Pertinent information such as extent and character of ownership of the lease, and all factual data submitted by the Corporation and the Corporation's representatives are believed to be true. A field inspection of the properties was not conducted due to the available data.

The capex for Tilting Capital's working interest is $1,027,500 (excluding abandonment costs) to develop the proved and probable reserve within the next two years. The total capex of Tilting Capital's working interest (including abandonment costs in 2027 and 2028) is $1,447,000.

Commitments for two more 12 month exploratory phases are required under the exploration agreement: one exploratory well and 35 square kilometres of 3D seismic are planned for these phases, respectively. If additional prospects are identified, the work program may be extended.

About the Brazil Block

The Brazil Block is situated in an established area in north-central Brazil, which contains a number of producing oil and gas fields. The Brazil Block is approximately 28 square kilometres in size. The exploration contract with the National Petroleum Agency ("ANP") requires the drilling of one exploratory well within six months of the lifting of the current contract suspension. The Brazil Block contract is presently suspended pending official transfer of rights to the new land owner to grant surface access to proposed lease. If additional prospects are identified on the block, the exploration term of the contract can be extended for a further 12 months with a commitment to drill an additional well. In the event of a commercial discovery, a 27 year production contract would be signed with the ANP.

Private Placement

In connection the Proposed Transaction, the Corporation has increased the previously announced non-brokered offering to up to $4,500,000 or 30,000,000 units (the "Units") at a price of $0.15 per Unit. Each Unit will consist of one common share and one common share purchase warrant ("Warrant") of the Corporation. Each whole Warrant will entitle the holder to acquire one common share of the Corporation at a price of $0.30 for a period of five years from the closing date of the Offering. The Corporation will have the right to accelerate the expiry date of the Warrants to 30 days from the date of notice once the volume weighted average trading share price of the Common Shares is equal to, or greater than, $0.75 per share on the TSX Venture Exchange or the TSX for 21 consecutive trading days. The Corporation may pay a finder's fee or commission of up to 4% in connection with the Offering to eligible parties. The proceeds from the offering will be used for working capital and for capital requirements of the Corporation's proposed new business of oil and gas exploration and development in Colombia.

Name Change

In connection with the Proposed Transaction the Corporation anticipates changing its name to ENERGIA Hydrocarbon Exploration and Production Corp.

The Corporation will press release the new symbol and effective date of the name change at a future date.

Sponsorship of the Qualifying Transaction

Sponsorship of a "Change of Business" transaction is required by the Exchange unless exempt therefrom in accordance with the Exchange's policies. Tilting Capital is reviewing the requirement for sponsorship and may apply for an exemption from the sponsorship requirements pursuant to the policies of the Exchange. If the exemption is not granted by the Exchange, then Tilting Capital would be required to engage a sponsor.

Cautionary Note

As noted above, completion of the Proposed Transaction is subject to a number of conditions including, without limitation, approval of the Exchange and approval of the shareholders of Tilting Capital. The Proposed Transaction cannot close until the required approvals have been obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the continuous disclosure document containing full, true and plain disclosure regarding the Proposed Transaction, required to be filed with the securities regulatory authorities having jurisdiction over the affairs of the Corporation, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. The trading in the securities of Tilting Capital on the Exchange, if reinstated prior to completion of the Proposed Transaction, should be considered highly speculative.

This press release contains forward-looking information. More particularly, this press release contains statements concerning the Proposed Transaction. The information about the target assets contained in the press release has not been independently verified by the Corporation. Although the Corporation believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. Forward-looking information involves known and unknown risks, uncertainties, assumptions (including, but not limited to, assumptions on the performance and financial results of the target assets) and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The terms and conditions of the Proposed Transaction may change based on the Corporation's due diligence on the assets, the entering into a Definitive Agreement and the Proposed Transaction, regulatory and third party comments, consents and approvals and the ability to meet the conditions of the Proposed Transaction in the required timeframes. The forward-looking statements contained in this press release are made as of the date hereof and the Corporation undertakes no obligations to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Investors are cautioned that, except as disclosed in the management information circular, filing statement or other continuous disclosure document to be prepared in connection with the Proposed 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 Tilting Capital 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 the NEX Board, 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 press release.

Contact Information

  • Tilting Capital Corp.
    Alan Abrams
    CEO of the Resulting Issuer
    (403) 263-3613

    Tilting Capital Corp.
    Lee Pettigrew
    Director
    (403) 770-1351