Vulcan Minerals Inc.
TSX VENTURE : VUL

Vulcan Minerals Inc.

January 17, 2012 13:55 ET

Vulcan Minerals Inc.: Update on NWest Energy Corp.

ST. JOHN'S, NEWFOUNDLAND and LABRADOR--(Marketwire - Jan. 17, 2012) - Vulcan Minerals Inc. ("the Company")(TSX VENTURE:VUL) announces that it has been advised by NWest Energy Corp.("NWest") that NWest has entered into an agreement with Shoal Point Energy Ltd. ("Shoal Pt.") whereby Shoal Pt. will acquire 100% working interest in approximately 500,000 acres in exploration licence (EL)1079R, offshore western Newfoundland. Vulcan owns 19.1% of the common shares of NWest.

The NWest-Shoal Pt. agreement provides for the acquisition of the working interest according to regulatory requirements, in three stages:

  1. Fifty percent (50%) working interest in the Licence shall be transferred (the "First Transfer") to Shoal Pt. provided that Shoal Pt. places a refundable $1,000,000 drilling deposit with the regulator to extend the term of EL 1079R and that Shoal Pt. transfers to NWest a total of 1,000,000 common shares, and 1,000,000 common share purchase warrants, such warrants to be exercisable for a period of two years at an exercise price of $0.40. In addition, certain fees attached to the Licence shall be assumed by Shoal Pt.

  2. An additional fifty percent (50%) working interest in the Licence shall be transferred (the "Second Transfer") to Shoal Pt. upon receipt of approval of the shareholders of NWest for the transaction on or before April 15, 2012, provided that, by the end of that period, Shoal Pt. transfers to NWest a total of 1,000,000 common shares, and 1,000,000 common share purchase warrants, such warrants to be exercisable for a period of two years at an exercise price equal to the 20 day Volume Weighted Average Price ("VWAP") plus twenty percent (20%).

  3. Upon spudding a well on the Licence, and if the above transfers have taken place, Shoal Pt. shall issue an additional four million (4,000,000) common shares and four million (4,000,000) common share purchase warrants to NWest, with such warrants to be exercisable for a period of two years at an exercise price equal to the 20 day VWAP plus 20%. In addition, Shoal Pt. shall, upon spudding a well, grant to NWest a two percent (2%) gross overriding royalty ("GORR") on production from the licence. Shoal Pt. shall have the right to purchase 0.75% of the GORR for two million dollars ($2,000,000).

All securities issued pursuant to the transaction will be subject to a four month hold period from the date of issuance.

The completion of the transaction is conditional on all requisite regulatory, third party and TSX Venture Exchange and Canadian National Stock Exchange approvals. In addition, completion of the Second Transfer is conditional on the approval of the shareholders of NWest. Certain shareholders of NWest holding not less than forty-five percent (45%) of the common shares of NWest have entered into support agreements and have agreed to vote in favour of the transaction at a meeting of the shareholders of NWest. Vulcan has signed the support agreement.

The NWest-Shoal Pt. transaction provides NWest shareholders with ongoing exposure to the offshore Green Point tight oil play in western Newfoundland both on EL 1079R and, by virtue of its equity ownership in Shoal Pt., on the other projects being operated by Shoal Pt. in western Newfoundland.

Vulcan is a diversified junior exploration company focused on petroleum exploration in the under-explored western Newfoundland and Labrador areas and also holds mineral interests in areas strategic to its operations in Newfoundland and Labrador.

There can be no assurance that forward-looking information will prove to be accurate. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from any conclusions, forecasts or projections described in the forward-looking information. Accordingly, readers are advised not to place undue reliance on forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise

Shares Issued: 57,526,129

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. The statements made in this News Release may contain certain forward-looking statements. Actual events or results may differ from the Company’s expectations. Certain risk factors may also affect the actual results achieved by the Company.

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