TSX VENTURE : VRZ.H

Momentus Energy Corp.

April 08, 2014 08:30 ET

Momentus Energy Corp. and Veraz Petroleum Ltd. Announce Reverse Take-Over by Way of Plan of Arrangement


http://www.marketwired.com/press-release/momentus-energy-corp-veraz-petroleum-ltd-announce-reverse-take-over-way-plan-arrangement-tsx-venture-vrz.h-1897135.htm

CALGARY, ALBERTA--(Marketwired - April 8, 2014) - Momentus Energy Corp., a private Alberta corporation ("Momentus" or the "Corporation"), and Veraz Petroleum Ltd. ("Veraz") (TSX VENTURE:VRZ.H) announced today that they have entered into an arm's length arrangement agreement dated April 7, 2014 (the "Arrangement Agreement") with respect to the reverse take-over of Veraz, to be completed through the acquisition by Veraz of all of the issued and outstanding common shares of Momentus (the "Transaction"). A copy of the Arrangement Agreement will be filed by Veraz under its profile on SEDAR at www.sedar.com in due course.

Transaction

Under the terms of the Arrangement Agreement, each common share of Momentus ("Momentus Share"), including Momentus Shares issued in exchange for the outstanding common share purchase warrants of Momentus and any Momentus Shares issued pursuant to or in connection with the proposed financings described below (the "Proposed Financings"), will each be exchanged for 11.683908 common shares in the capital of Veraz ("Veraz Shares"), resulting in the aggregate of approximately 6.69 million Post-Consolidation Shares (as defined below) issued pursuant to the Transaction representing a deemed transaction price of approximately $10 million, prior to giving effect to the Proposed Financings, representing a deemed price per issued Veraz Share of approximately $1.49 per Post-Consolidation Share ($0.019 per pre-consolidation Veraz Share). The Transaction will be undertaken by means of a plan of arrangement (the "Arrangement") under the Business Corporations Act (Alberta). As a result of the Transaction (but before giving effect to the Proposed Financings), current Momentus shareholders will own approximately 91% of the issued and outstanding Veraz Shares and Veraz shareholders will own approximately 9% of the issued and outstanding Veraz Shares, such percentages are expected to be lower as a result of the impact of the Proposed Financings.

The Arrangement Agreement provides that completion of the Transaction is subject to certain conditions, including receipt of all regulatory approvals, including approval of the TSX Venture Exchange ("TSXV"), the approval of the shareholders of each of Veraz and Momentus, including the approval of Veraz shareholders to the name change and consolidation described below, the approval of the Court of Queen's Bench of Alberta and the completion of the Proposed Financings for minimum gross proceeds of not less than $10 million. The Transaction is anticipated to close on or around the middle of June, 2014 and, the Arrangement Agreement contemplates that each of Veraz and Momentus will hold a meeting of their respective shareholders around such time to permit such shareholders to vote on the Arrangement.

Veraz Meeting

At the Veraz meeting, in addition to being asked to vote on the Arrangement and certain other matters, Veraz shareholders will also be asked to vote on a share consolidation providing that every eighty (80) pre-consolidation Veraz Shares (including the Veraz Shares issued pursuant to the Transaction) will be consolidated into one (1) post-consolidation Veraz Share ("Post-Consolidation Share") and a name change of Veraz to "Momentus Energy Ltd." or such other name as the board of directors of Veraz shall determine, such name change to become effective upon the consummation of the Transaction.

Proposed Financings

Prior to completion of the Transaction, Momentus intends to complete a non-brokered private placement financing (the "Non-Brokered Financing") of Momentus Shares for gross proceeds of up to $2 million which shares will be exchanged for Veraz Shares pursuant to the Transaction. Further, Momentus has entered into an engagement agreement with Canaccord Genuity Corp. ("Canaccord") pursuant to which Canaccord will act as exclusive agent for the offering of, on a reasonable commercial efforts basis, subscription receipts of Momentus for gross proceeds of up to $20 million, such subscription receipts being ultimately convertible into Veraz Shares pursuant to the Transaction without further action or consideration on the part of the holders of the subscription receipts.

Veraz will issue a subsequent news release with further particulars of the Proposed Financings once the particulars of same have been settled, including the price per security, the terms of same, the anticipated use of proceeds and compensation of Canaccord pursuant to the financing described above.

Joint Information Circular and Board of Directors

Further information regarding the Transaction will be provided in a joint information circular of Veraz and Momentus which is expected to be mailed to both Veraz shareholders and Momentus shareholders and filed on SEDAR in mid-May in connection with the special meeting of Momentus shareholders and the annual general and special meeting of Veraz shareholders to be held to consider and approve the Transaction, amongst other things.

Following the completion of the Transaction, the board of directors of Veraz is expected to be reconstituted with six members, consisting of one nominee from Veraz and the balance to be comprised of nominees of Momentus, and the management of Momentus will become management of Veraz.

Business of Momentus

As Veraz currently has no active operations, following the consummation of the Transaction, it is anticipated that the business of Veraz will be the business now conducted by Momentus, which has been in business since 2011.

Momentus, through its subsidiary Momentus Energy LLC, has signed a farm out agreement to earn a 50% working interest and operatorship of approximately 43,600 contiguous acres (the "Farmout Lands") and two existing wells in Roosevelt County in Northeastern Montana. The 50% working interest and operatorship in the Farmout Lands will be earned by acquiring approximately 20 square miles of three dimensional seismic data and drilling a well horizontally within the Bakken Formation to a minimum lateral length of 4,900 feet. The 50% working interest and operatorship in one or both of the existing wells can be earned by conducting work-over operations on the wells. The Farmout Lands are immediately north of the Elm Coulee field which is one of the largest producing Bakken oil fields. This oil field has been extending to the north and producing Bakken oil wells have reached the southern boundary of the Farmout Lands. Producing Bakken oil wells also exist to the east of the Farmout Lands.

The acquisition of the 20 square miles of three dimensional seismic data should be commenced in April 2014 and the first horizontal well is expected to be drilled in the 3rd quarter of 2014. Further information about Momentus, including details about the Proposed Financings, key financial information, its assets and operations and details concerning the directors and officers will be included in a further news release.

Momentus intends to make an application for exemption from the sponsorship requirements of the policies of the TSXV but there can be no assurance that such exemption will be granted in the form requested or at all.

Shares of Veraz are currently halted and will remain so until the receipt and approval of all necessary documentation by the TSXV.

Disclaimer

Completion of the Transaction is subject to a number of conditions, including TSXV acceptance and disinterested shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. 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 Joint Information Circular to be prepared in connection with the Transaction, any information released or received with respect to the reverse take-over transaction described herein may not be accurate or complete and should not be relied upon. Trading in the securities of Veraz should be considered highly speculative. The TSXV 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

This press release contains certain statements which constitute forward-looking statements or information ("forward-looking statements"), including statements regarding Momentus' business and the anticipated timing of its seismic program and drilling plans, the Transaction including the impact thereof on Veraz shareholders, the timing of the Veraz shareholders meeting and the Momentus shareholders meeting, the closing of the Transaction and the anticipated timing thereof, and the anticipated size and closing of the Proposed Financings. Such forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Momentus' and Veraz's control, including the ability of Momentus and Veraz to satisfy the conditions to completion of the Transaction, the successful completion of the Proposed Financings and the final terms thereof, the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, environmental risks, operational risks in exploration and development, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and the ability to access sufficient capital from internal and external sources. Although Momentus and Veraz believe that the expectations in their respective forward-looking statements are reasonable, they are based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward looking information. As such, readers are cautioned not to place undue reliance on the forward looking information, as no assurance can be provided as to future results, levels of activity or achievements. The forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, neither Veraz or Momentus undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

About Momentus Energy Corp.

Momentus is a private junior oil and gas company engaged in the exploration for oil and natural gas reserves in Montana.

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.