Yonge Street Capital Corp. (NEX BOARD: YSC.H) ("Yonge Street" or
the "Company") is pleased to announce that it expects to complete
shortly its previously announced acquisition of Endeavour Energy
(Bengkulu) Pty Ltd. ("EEB"), a private Australian company exploring
for oil and gas in Sumatra, Indonesia. The Company has entered into
a definitive agreement with Endeavour Energy Ltd. ("Endeavour")
dated as at September 8, 2009 (the "Agreement") pursuant to which
the Company has agreed to acquire from Endeavour all of the shares
of EEB in exchange for shares in the capital of the Company (the
"Transaction"). The Transaction has been negotiated at arm's-length
and will constitute a reverse take-over for accounting purposes.
In connection with the Transaction, Yonge Street has applied to
voluntarily delist its common shares from the NEX board of the TSXV
and to list the shares of the post- Transaction company on the
Canadian National Stock Exchange (CNSX). CNSX has granted its
conditional acceptance for such listing. It is expected that Yonge
Street will delist from NEX concurrent with the listing on CNSX so
that there is no gap in a trading market for the shares. All
actions to complete the Transaction have been completed in escrow
and the Transaction will automatically complete and be effective
upon the delisting from the NEX board. Upon delisting from NEX,
Yonge Street will cease to be a capital pool company, and in
accordance with the policies of the TSXV, 525,000 shares held by
directors and former directors of Yonge Street will be
cancelled.
As a former capital pool company, unless approval by a majority
of Non-Arms Length Parties to the Company is received within 90
days of its delisting from the NEX board, Yonge Street will be
required to be wound up and to liquidate and distribute its
remaining assets, on a pro rata basis, to its shareholders. Yonge
Street intends to seek such approval from its shareholders within
the 90 day period.
About the Transaction
The Transaction contemplates Yonge Street and EEB combining
pursuant to a reverse take-over transaction with Yonge Street
acquiring 100% of EEB from Endeavour. Under the Agreement,
Endeavour (or its nominees) will receive 36,580,936 common shares
of Yonge Street (approximately 92.7% of the currently outstanding
shares, or approximately 92% fully diluted, before the planned
concurrent financing described below) in exchange for the shares of
EEB. Endeavour is a reporting, unlisted Australian company.
Yonge Street currently has 2,503,750 common shares issued and
outstanding. The Company's shares are currently listed for trading
on the NEX board of the TSX Venture Exchange (the "TSXV"). The
Company also has 302,875 common shares reserved for issuance upon
the exercise of stock options granted under the Company's stock
option plan, each option exercisable at a price of $0.20 per share.
There are no other exercisable rights, warrants or options
currently outstanding to acquire shares of the Company.
In conjunction with the Transaction, Yonge Street is raising
gross proceeds of approximately $2,000,000 in a concurrent private
placement. Up to 5,720,000 common shares are being offered in the
placement at a price of $0.35 per share. Yonge Street has entered
into a Standby Purchase Agreement with Lainston Capital Pte. Ltd.
("Lainston"), a Singapore-based investment company, whereby
Lainston has agreed to purchase or cause to be purchased all shares
offered by Yonge Street that are not taken up by other subscribers.
For providing this standby commitment, Lainston is to receive a fee
equal to 8% of the total gross proceeds raised in the offering and
be issued 1,500,000 transferable warrants, each warrant entitling
the holder to purchase one common share for $0.65 per share for a
period of 12 months from closing.
Upon completion of the Transaction but prior to the completion
of the private placement, the only known person who will hold,
directly, or directly, more than 10% of the shares of Yonge Street
will be Alan W. Morrison, Jakarta, Indonesia (20.7%) (intended
Chief Executive Officer of Yonge Street following completion of the
Transaction).
On completion of the Transaction, the Company will continue the
business currently conducted by EEB, being an oil and gas company
with current ongoing exploration in Indonesia. Further information
on the business of EEB is detailed below.
About Yonge Street
Yonge Street was incorporated under the Canada Business
Corporations Act and is a reporting issuer in the Provinces of
Alberta, British Columbia, Manitoba, and Ontario. Yonge Street did
not conduct any previous business other than investigating assets
or businesses to acquire in accordance with the TSXV's CPC
program.
Further information concerning Yonge Street can be found in the
prospectus of Yonge Street dated March 27, 2006 and is available at
www.sedar.com.
About EEB
The following information relating to EEB has been provided to
the Company by EEB.
EEB is a company incorporated in Australia with an operational
main office in Jakarta Indonesia. It is a wholly owned subsidiary
of Endeavour.
Business of EEB
EEB owns a 100% working interest in the Bengkulu PSC
("Production Sharing Contract") in Sumatra, Indonesia which allows
it the rights to explore and exploit the hydrocarbons within the
PSC. The Bengkulu PSC covers 4,101.92.94 km2 (1,013,602 acres) and
consists of both onshore and offshore portions. The Bengkulu PSC
was awarded on October 5, 2005 and is for a period of 30 years.
Two prospects and one lead have been identified onshore as well
as several more structures of interest offshore. Subject to
additional funding (in addition to the $2.0 million private
placement), the planned work program is to drill 3 onshore wells in
early 2010 and to identify offshore well locations to drill in
2011.
The expected product from successful wells is light crude oil,
although gas and NGLs are also possible.
An independent technical report in compliance with Canadian
National Instrument 51- 101 has been prepared on the Bengkulu PSC
by Chapman Petroleum Engineering Ltd. of Calgary, AB Canada in
which prospective resources are evaluated. A copy of the report
will be filed and publicly on SEDAR and the CNSX website in
conjunction with the completion of the Transaction.
No reserves have been assigned to EEB's Bengkulu PSC and there
is no guarantee that reserves will be identified thereon.
Management and Board of Directors
Two outside directors of Yonge Street, Terry Good and John Delf
have tendered their resignations as directors.
Upon completion of the Transaction, the board of Yonge Street
will be comprised of the following persons:
Alan W Morrison - Chief Executive Officer and Director (Full
Time)
Alan has 27 years experience in the oil and gas and mining
sectors. Alan received a B.Sc. in Electrical and Electronic
Engineering from the University of Strathclyde in Scotland in 1982.
Following this he worked for major international construction and
engineering companies on projects in Asia and UK. Alan has
experience working on projects for Bechtel, Fluor Daniel, Global
Engineering, British Gas, Woodside, BP, and Esso. Alan holds dual
Australian and British nationality and has over 20 years experience
working and running business in Indonesia, Australia, UK and Asia.
Alan is also Managing Director and General Manager of Endeavour
Energy (Bengkulu) Pty Ltd. Alan speaks fluent Bahasa
Indonesian.
Iain Steele - Chief Financial Officer and Director
Iain has a Diploma in Management Studies from the Polytechnic of
Central London, Diploma in Marketing (DMS) from British Institute
of Marketing and a Master of Arts (Honours) from Edinburgh
University. Iain is currently the Australia and New Zealand Country
Manager for Scottish Development International - the economic
development agency for Scotland. Iain has over 30 years experience
in company management and has extensive experience as a company
director in private and publicly-listed companies. His previous
directorships have included Non-Executive Chairman of Connexion
Ltd, Director of ACL-Global Pte Ltd, Development Director of
Sharinga Networks Inc. (San Bruno), Director Partner Development -
BT/Concert (Sydney, Business Development Director BT/ Syncordia
(Hong Kong). Iain is originally from Scotland but now lives in
Australia.
Nigel Fletcher - Non-Executive Director
Nigel graduated with B.Sc. (honours) in Mining Engineering from
the University of Newcastle upon Tyne in UK in 1982. Nigel has 24
years experience in the Middle East, Indonesia, Philippines, China
and Australia as a Petroleum Engineer and Well Completions / Well
Test specialist. Nigel has previously worked for ConocoPhillips,
Unocal, Santos, BP, ARCO, Schlumberger and Flopetrol. Nigel is
originally from UK but now lives in Australia.
Gerald Ruth - Director
Gerald is currently the President and Chief Executive Officer of
Yonge Street and has served and continues to serve as an
independent Corporate Finance Consultant and a director of a number
of private and public companies from 2003 to present. Gerald was
the Director Listings, Toronto Stock Exchange, from 1997 - 2003.
Mr. Ruth was employed in private practice with KPMG Peat Marwick
and Coopers and Lybrand, where he obtained his Chartered Accountant
designation in 1983. Mr. Ruth received a Bachelor of Business
Administration (Honors) from Wilfrid Laurier University.
General Qualifications
Completion of the Transaction is subject to a number of
conditions, including but not limited to the delisting of the
Company's shares from NEX. Until completed, there can be no
assurance that the Transaction will be completed as proposed or at
all.
Neither of the TSX Venture Exchange or the Canadian National
Stock Exchange have in any way passed upon the merits of the
Transaction and neither has approved nor disapproved the contents
of this press release.
Contacts: Yonge Street Capital Corp. Gerald Ruth President &
CEO 416-899-3304
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