CALGARY, ALBERTA — (Marketwired) — 06/14/13 — Kulczyk Oil Ventures Inc. (“KOV” or the “Company”) (WARSAW: KOV) is pleased to announce that it has received conditional approval from the Toronto Stock Exchange (the “TSX”) to list its common shares on the TSX. The listing is subject to KOV fulfilling all of the conditions of the TSX in accordance with the terms of the conditional approval, including meeting the original listing requirements of the TSX and the closing of the acquisition by the Company of all of the issued and outstanding shares of Winstar Resources Ltd. by way of statutory plan of arrangement previously announced on April 25, 2013 (the “Acquisition”).
Management is pleased that this important condition precedent to the closing of the Acquisition has been satisfied and is actively proceeding to satisfy the conditions of the TSX conditional approval. In the event final listing approval is obtained, KOV will issue a further press release to update shareholders of the date upon which it anticipates its common shares will commence trading on the TSX and of the associated trading symbol. It is currently anticipated that this will occur shortly after closing of the Acquisition. KOV will remain listed on the Warsaw Stock Exchange after giving effect to the Acquisition and TSX listing.
About KOV
KOV is an international upstream oil and gas exploration and production company with a diversified portfolio of projects in Ukraine, Brunei and Syria and with a risk profile ranging from exploration in Brunei and Syria to production and development in Ukraine. The common shares of the Company trade on the Warsaw Stock Exchange under trading symbol “KOV”.
In Ukraine, KOV owns an effective 70% interest in KUB-Gas LLC. The assets of KUB-Gas LLC consist of 100% interests in five licences near to the City of Lugansk in the northeast part of Ukraine. Four of the licences are gas producing.
In Brunei, KOV owns a 90% working interest in a production sharing agreement which gives the Company the right to explore for and produce oil and natural gas from Block L, a 1,123 square kilometre area covering onshore and offshore areas in northern Brunei.
In Syria, KOV holds a participating interest of 50% in the Syria Block 9 production sharing contract which provides the right to explore for and, upon the satisfaction of certain conditions, to produce oil and gas from Block 9, a 10,032 square kilometre area in northwest Syria. The Company has an agreement to assign a 5% ownership interest to a third party which is subject to the approval of Syrian authorities, and which, if approved, would leave the Company with a remaining effective interest of 45% in Syria Block 9. KOV declared force majeure, with respect to its operations in Syria, in July 2012.
The main shareholder of the Company is Kulczyk Investments S.A., an international investment house founded by Polish businessman Dr. Jan Kulczyk.
Translation: This news release has been translated into Polish from the English original.
Forward-looking Statements Regarding Acquisition
This press release contains certain statements relating to KOV that are based on the expectations of KOV, as well as assumptions made by, and information currently available to, KOV, which may constitute forward-looking information under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that KOV anticipates or expects may, or will occur in the future (in whole or in part) should be considered forward-looking information. In some cases, forward-looking information can be identified by terms such as “forecast”, “future”, “may”, “will”, “expect”, “anticipate”, “believe”, “potential”, “enable”, “plan”, “continue”, “contemplate”, “pro-forma”, or other comparable terminology. In particular, this press release makes reference to the timing and completion of the Acquisition, satisfaction of the conditions of the TSX to list the Company–s common shares on the TSX, the timing and listing of such shares on the TSX and the timing, and expected voting outcome, of the KOV shareholder meeting. Readers are cautioned that there is no assurance that the transactions and events referenced herein will proceed. Certain conditions must be met before the Acquisition can be completed and for KOV–s common shares to be listed on the TSX. Such conditions include the receipt of all necessary regulatory approvals to the Acquisition, the approval of the plan of arrangement in respect of the Acquisition by the shareholders of Winstar Resources Ltd. (“Winstar”), the approval of the name change and previously announced share consolidation by KOV shareholders and the satisfaction of all conditions of the TSX associated with its conditional listing approval. There is no assurance that the required approvals will be received or that all of the conditions will be satisfied and there is therefore no assurance that the Acquisition or TSX listing will be completed in the time frames anticipated or at all. Many factors could cause the performance or achievement by KOV to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. These factors include the failure to obtain the required approvals, including requisite Winstar and KOV shareholder approvals and the final approval of the TSX of the listing of the shares of KOV, risks relating to the integration of KOV and Winstar, the failure to realize anticipated synergies and incorrect assessments of the value of Winstar. Readers are cautioned that the foregoing list of factors is not exhaustive.
The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. KOV is not under any duty to update any of the forward-looking statements after the date of this press release or to conform such statements to actual results or to changes in KOV–s expectations and KOV disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
Contacts:
Kulczyk Oil Ventures Inc. – Canada
Norman W. Holton
Vice Chairman
+1-403-264-8877
Kulczyk Oil Ventures Inc. – Poland
Jakub J. Korczak
Vice President Investor Relations & Managing Director CEE
+48 22 414 21 00
Pelham Bell Pottinger – London
Nick Lambert / Rollo Crichton-Stuart / Charles Stewart
+44 20 7861 3232