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February 25, 2010
For Immediate Release
Calgary, Alberta

Black Marlin Energy Limited completes GMP led brokered private placement of subscription receipts for $30 million



KRISTINA CAPITAL CORP. ("Kristina") (KCA: TSX-V) and BLACK MARLIN ENERGY LIMITED ("BMEL") are pleased to announce that BMEL has today completed its brokered private
placement (the "Private Placement") for aggregate gross proceeds of CDN$30 million. At the closing, BMEL issued 60 million subscription receipts ("Subscription Receipts") at a price of CDN$0.50 per Subscription Receipt. The proceeds of the Private Placement will be held in escrow pending completion of the proposed merger of Kristina and BMEL as discussed below.

 

The Private Placement was led by GMP Securities L.P., and included a syndicate of agents consisting of Haywood Securities Inc. and Mackie Research Capital Corporation (collectively, the "Agents").

 

As part of the Private Placement, Black Marlin settled outstanding indebtedness of $1,900,000 through the issuance of Subscription Receipts at deemed prices of $0.50 per Subscription Receipt for a total of 3,800,000 Subscription Receipts (the "Debt Settlement"), subject to TSX Venture Exchange final approval.


As announced in previous news releases dated August 10, 2009, October 21, 2009, November 19, 2009 and December 1, 2009, BMEL and Kristina entered into a letter of intent dated August 7, 2009 that sets out the terms and conditions of a business combination (the "Proposed Transaction") between Kristina and BMEL. The Proposed Transaction is to be effected in accordance with the terms of the merger agreement among Kristina and BMEL entered into on November 19, 2009 (the "Merger Agreement"). Pursuant to the Merger Agreement, Kristina will incorporate a wholly-owned subsidiary ("Subco") pursuant to the laws of the British Virgin Islands Business Companies Act. Once incorporated and subject to acceptance from the TSX Venture Exchange (the "Exchange") and approval from the BMEL shareholders, Subco will merge with BMEL such that BMEL will continue as the surviving entity and as a wholly-owned subsidiary of Kristina. The Proposed Transaction is also subject to there being no material adverse change in the business, results of operations, assets, liabilities, financial conditions or affairs of either Kristina or BMEL from November 19, 2009 through to the completion of the Proposed Transaction. Please refer to Kristina's news release dated December 1, 2009 for additional information regarding BMEL and the Proposed Transaction.


Upon the satisfaction or waiver of all conditions precedent with respect to the Proposed Transaction, each Subscription Receipt will entitle the holder to receive one common share in the capital of BMEL without payment of additional consideration immediately preceding the closing of the Proposed Transaction. Immediately subsequent thereto, all of the outstanding BMEL common shares, including those underlying the Subscription Receipts, will be exchanged for Resulting Issuer Shares as part of the Proposed Transaction on a one for one basis. If the conditions are not met on or before April 30, 2010, each holder of Subscription Receipts will be reimbursed the original subscription price, plus such holder's pro rata portion of any interest earned thereon.

The proceeds of the Private Placement will be used to explore and develop BMEL's oil and gas prospects in Africa, and for working capital and general corporate purposes.

Cautionary Statements

The Proposed Transaction is an arm's length transaction as the directors and officers of Kristina have no ownership or other interest in Black Marlin. As part of the regulatory approval process, Kristina anticipates submitting for review to the Exchange a management information circular. The Kristina Shares will remain halted until such time as permission to resume trading has been obtained from the Exchange and submission of required documentation to the Exchange.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

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.


For further information, contact:


Black Marlin Energy Limited
Rick Schmitt , President & Chief Executive Officer
+1 (403)470-6591
rick.schmitt@blackmarlinenergy.com