TLL.H Tilting Capital Corp

NOT FOR DISSEMINATION IN THE UNITED STATES.

Tilting Capital Corp. (the "Corporation" or "Tilting Capital") (TSX
VENTURE:TLL.H), today announced the execution of a non-binding letter of intent
dated March 26, 2012 for a proposed transaction involving the purchase of
certain Colombian oil and gas assets and an option to farm-in on certain
Brazilian oil and gas assets.


Summary of the Proposed Transaction

On March 26, 2012, Tilting Capital entered into a non-binding term sheet (the
"Term Sheet") with an arm's-length publicly traded company (the "Vendor")
outlining the general terms of the proposed transaction (the "Proposed
Transaction"). The Term Sheet contemplates the following:




--  Tilting Capital would acquire all of the Vendor's interest in an
    exploration block in Colombia ("Producing Colombia Block") for a
    purchase price of $1,250,000 cash. The Producing Colombia Block
    currently has production of approximately 120 net barrels of oil per day
    which would be the interest acquired by Tilting Capital. Tilting Capital
    would also issue to the Vendor 5,000,000 preferred shares or warrants
    which convert to common shares in the event the Producing Colombia Block
    is extended by Ecopetrol to the end of the life of the field. If the
    Producing Colombia Block expires as presently scheduled for December 31,
    2013, the preferred shares or warrants would terminate; 
--  Tilting Capital would acquire all of the Vendor's interest in another
    exploration block in Colombia ("Non-Producing Colombia Block") for a
    purchase price of $500,000 cash; 
--  In exchange for 2,000,000 common shares of Tilting Capital at a deemed
    price of $0.12 per share, the Vendor would grant an option to the
    Corporation to farm into an exploration block in Brazil ("Brazil Block")
    to be exercised on or before July 1, 2012. Tilting Capital would earn
    50% of such block by paying 100% of all costs up to $5,500,000 for the
    drilling of an exploration well in accordance with the terms of the
    Brazil Block's Exploration Permit. The Parties would also enter into an
    Area of Mutual Interest Agreement for the Brazil opportunities on a
    50/50 participation. The Brazil Block is subject to a GORR of which
    Tilting Capital would assume its proportionate share.



Board of Directors of the Resulting Issuer

In contemplation of the Proposed Transaction, all of the existing directors of
Tilting Capital have resigned effective March 23, 2012 and the following
directors have been appointed:


Kurt Bordian - Mr. Kurt Bordian is a designated Certified General Accountant,
and holds a Bachelor of Commerce (Honours) Degree from the University of
Manitoba. He has worked primarily with public companies in the mineral
exploration and oil and gas industries over the past 15 years. Mr. Bordian
currently serves as a director or officer on a number of resource exploration
and development companies and resides in New Westminster, British Columbia.


Jehad Haymour - 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 - 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. Mr.
Pettigrew resides in Calgary, Alberta.


N. Ross Wilmot will continue as the interim CEO and CFO but is no longer a
member of the board of directors.


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.


As at the date of this press release, the authorized share capital of the
Corporation consists of an unlimited number of common shares with no par value,
of which 14,044,371 common shares are issued and outstanding. As at the date of
this news release, the Corporation had approximately $420,000 of working
capital. The Corporation had an accumulated deficit of $17,136,339 at December
31, 2011.


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. The parties intend to enter into a definitive agreement or
agreements (the "Definitive Agreement(s)") in respect of the Proposed
Transaction, which will be subject to require each party to completing its
respective due diligence investigation, and approval by the boards of directors
of the Vendor and Tilting Capital. As part of the otherwise non-binding Term
Sheet, Tilting Capital has agreed to pay all legal fees and other expenses
incurred in connection with the Proposed Transaction.


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:




a.  execution of the Definitive Agreement(s) by the parties containing
    customary representations, warranties and covenants applicable for
    transactions of similar nature and absence of any material adverse
    change affecting the respective party;

b.  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;

c.  completion of a $3 million 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;

d.  the completion of due diligence;

e.  Tilting Capital will use commercially reasonable efforts to close at the
    earliest possible date, with closing to occur no later than June 30,
    2012; and

f.  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 Colombia Producing 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 Colombia Producing 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 production is 120
barrels per day of heavy oil.


A summary of the Vendor's share of reserves and future net revenue for the
Colombia Producing Block will be provided in a subsequent press release based
upon an independent DeGolyer and MacNaughton report dated as of June 30, 2011.


About the Colombia Non-Producing 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's management hired any third party consultants or
contractors to verify such information.


The Colombia Non-Producing 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 Colombia Non-Producing Block is in the Llanos Basin of
Colombia.


A summary of the Vendor's share of reserves and future net revenue for the
Colombia Non- Producing area based on an independent Petrotech Engineering Ltd.
report dated as of December 31, 2011 will be provided in a subsequent press
release.


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 in north-central Brazil, which
contains a number of producing oil and gas fields. The Brazil lock 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 intends to complete a
non-brokered $3,000,000 offering of up to 20,000,000 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 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 and Brazil.


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.

Tilting Capital (TSXV:TLL.H)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024

Tilting Capital (TSXV:TLL.H)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024