TORONTO, Oct. 16 /CNW/ - DVD Investments Limited is pleased to provide
this Press Release to its shareholders and members of the public to update
shareholders and others with respect to its reverse take-over transaction (the
"Transaction") with Mooncor Energy Inc., a private oil and gas company, and
concurrent financing by way of private placement of $4,057,801 (the
"Financing"). In connection with the Transaction DVD Investments Limited
changed its name to Mooncor Oil and Gas Corp. ("Mooncor").
Concurrent with the closing of the Transaction, Mooncor completed the
Financing raising gross proceeds of $4,057,801 through the issuance of
3,748,000 non flow-through units (the "Units") at a subscription price of
$0.50 per Unit for aggregate gross proceeds of $1,874,000, 306,335
flow-through units (the "FT Units") at a subscription price of $0.60 per FT
Unit for aggregate gross proceeds of $183,801, and $2,000,000 of a 30 month
convertible subordinated secured debenture (the "Debenture"). The terms of the
Financing were different than what was disclosed in Mooncor's Filing Statement
in that there was a flow-through component added and the minimum offering
($4,000,000) consisted of debt and equity. The Filing Statement contemplated
an equity non flow-through share offering only.
Each Unit consists of one common share (a "Share") in the capital of
Mooncor and one-half of one purchase warrant(a "Warrant"). Each whole Warrant
shall entitle the holder to purchase one additional Share at a price of $0.83
per Share for a period of 18 months from the closing of the Financing. Each FT
Unit consists of one flow-through Share(a "Flow-Through Share"), and one-half
of one Warrant. Each Flow-Through Share will qualify as a flow-through share
for the purposes of the Income Tax Act (Canada).
The Debenture accrues interest at 10% per annum, payable on conversion or
maturity. During the first 24 month term of the Debenture, the Debenture may
be converted into Units at $0.50 per Unit and during the last six months of
the term of the Debenture into Shares at $0.55 per Share, at the option of the
holder. The Debenture is redeemable at the option of Mooncor at any time and
is redeemable at the option of the holder in the event Mooncor completes prior
to maturity one or more private placements in any six month period resulting
in aggregate gross proceeds to Mooncor of not less than $5,000,000. The
securities issued are subject to a 4-month hold period expiring January
The net proceeds of the Financing will be employed by Mooncor (i) to fund
Mooncor's drilling program at each of its Woodbend, Lonestar, Crossfield
projects in Alberta and Mooncor's Whitehill Lakes and Foam Lake projects in
Saskatchewan, (ii) to acquire additional lands in new project areas, and (iii)
for general operating expenses.
Pursuant to the Financing, Haywood Securities Inc. (which raised
$108,100) received a cash commission equal to 8% ($8,064) of the aggregate
gross proceeds it raised, a corporate finance fee of $50,000 and broker
warrants equal to 9% (16,290) of the number of Units and FT Units it sold, and
Granite Associates Ltd. ("Granite") (which raised $95,000) received a cash
commission equal to 7% ($6,650) of the aggregate gross proceeds it raised and
broker warrants equal to 7% (12,250) of the number of Units and FT Units it
Subject to final approval of the Exchange and disinterested shareholder
approval of the shareholders of Mooncor (DVD) prior to the Transaction, First
Canadian Capital Markets ("FCCM") (which raised $3,812,000 (94%) of
the$4,057,801 raised) will receive a cash commission of $160,000 (8% of the
proceeds ($2,000,000) raised by FCCM) pursuant to the Debenture portion of the
Financing, as well as $142,800 (8% of the proceeds raised by FCCM and 1% of
the proceeds raised by Granite) and 321,300 (9% of the Units sold by FCCM and
2% of the Units sold by Granite) broker warrants in connection with the Unit
portion of the Financing, and $2,160 (8% of the proceeds raised by FCCM and 1%
of the proceeds raised by Granite) and 4,050 (9% of the FT Units sold by FCCM
and 2% of the FT Units sold by Granite) broker warrants in connection with the
FT Unit portion of the Financing.
Each broker warrant entitles the holder to one Unit at an exercise price
of $0.50 per Unit for a period of 18 months from the closing of the Financing.
Prior to the close of the Transaction, Jason C. Monaco, Nick S. Tsimidis
and Daniel S. Boase were each officers and directors of both Mooncor (DVD) and
FCCM. Messers. Monaco (who beneficially owns, directly or indirectly, 30,272
common shares of Mooncor), Tsimidis (who beneficially owns, directly or
indirectly, 820,512 common shares of Mooncor (580,320 of which are escrowed))
and Boase (who beneficially owns, directly or indirectly, 24,272 common shares
of Mooncor) each own 1/3 of the shares of FCCM. Only Mr. Tsimidis will remain
on the board of directors of Mooncor post closing. Accordingly, FCCM is not an
arm's length party to Mooncor.
As a result of the changes in the Financing from that disclosed in the
Filing Statement and the payment to the non arm's length persons compensated
in connection there with, Mooncor is seeking written consent from
disinterested shareholders, as a further condition to closing. On receipt of
final approval from the Exchange, Mooncor will confirm closing of the
Transaction and Financing.
Business of Mooncor Oil and Gas Corp.
Mooncor is a junior oil and gas exploration and production company based
in Calgary. Mooncor plans to specialize in the exploration and development of
unconventional gas projects most particularly in the Colorado shales in
western Canada. Mooncor also has a CBM project in Alberta and two conventional
oil and gas projects in Alberta. Mooncor has drilled 9 wells to date and
Mooncor's assets consist of rights to earn working interests in Mooncor's five
separate properties consisting of 263,511 gross acres (126,625 net acres) of
petroleum and natural gas Crown leases in Alberta and Saskatchewan.
Further information regarding the Transaction may be found in Mooncor's
Filing Statement on SEDAR at www.sedar.com.
Subject to final approval of the Exchange, and disinterested shareholder
approval of FCCM's fees (as noted above),the common shares of Mooncor will
commence trading on the Exchange under the symbol "MOO" and the shares will be
delisted from the NEX.
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection with the
transaction, any information released or received with respect to the
transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this press release.
For further information:
For further information: Richard Cohen, Vice-President (Corporate
Development), Mooncor Oil and Gas Corp., Tel: (905) 882-4422,
firstname.lastname@example.org; Nick Tsimidis, Director, Mooncor Oil and Gas Corp., Tel:
(416) 742-5600, email@example.com