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VRZ.H

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Share Name Share Symbol Market Type
TSXV:VRZ.H TSX Venture Common Stock
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  0.00 0.00% 0 -

Momentus Energy Corp. and Veraz Petroleum Ltd. Announce Engagement of Beacon Securities

05/08/2014 6:04pm

Marketwired Canada


Momentus Energy Corp., a private Alberta corporation ("Momentus" or the
"Corporation"), and Veraz Petroleum Ltd. ("Veraz") (TSX VENTURE:VRZ.H) announced
today that Momentus has entered into an arm's length letter agreement dated July
28, 2014 (the "Engagement Letter") with Beacon Securities Limited ("Beacon")
with respect to a proposed financing to be completed as part of the reverse
take-over of Veraz, to be completed through the acquisition by Veraz of all of
the issued and outstanding common shares of Momentus (the "Transaction"), as
previously announced. 


The brokered offering announced in the Corporation's and Veraz's joint press
release dated April 8, 2014 has been cancelled and Momentus has entered into the
Engagement Letter with Beacon pursuant to which Beacon will act as exclusive
agent for the offering of, on a reasonable commercial efforts basis,
subscription receipts of Momentus for gross proceeds of between $10 and $20
million (the "Proposed Financing"), such subscription receipts being ultimately
convertible into common shares in the capital of Veraz ("Veraz Shares") pursuant
to the Transaction without further action or consideration on the part of the
holders of the subscription receipts. Pricing of the subscription receipts and
other particulars of the Proposed Financing will be determined in the context of
the market and will be announced in a subsequent news release. The Proposed
Financing will be completed on a private placement basis to subscribers resident
in Canada, the United States and certain offshore jurisdictions. The
subscription receipts will be subject to an indefinite restricted hold period
although the Veraz Shares to be issued pursuant to the conversion thereof are
expected to be freely trading upon issuance. The Engagement Letter is expected
to be superseded and replaced by a definitive agency agreement, such agreement
to be filed on Veraz's profile on SEDAR at www.sedar.com upon the execution
thereof.


Shares of Veraz are currently halted and will remain so until the receipt and
approval of all necessary documentation by the TSXV. 


Disclaimer

Completion of the Transaction is subject to a number of conditions, including
TSXV acceptance and disinterested shareholder approval. The Transaction cannot
close until the required shareholder approval is obtained. There can be no
assurance that the Transaction will be completed as proposed or at all. 


Investors are cautioned that, except as disclosed in the Joint Information
Circular prepared in connection with the Transaction, any information released
or received with respect to the reverse take-over transaction described herein
may not be accurate or complete and should not be relied upon. Trading in the
securities of Veraz should be considered highly speculative. 


The TSXV in no way passed upon the merits of the proposed transaction and has
neither approved nor disapproved the contents of this press release. 


Forward Looking Statements

This press release contains certain statements which constitute forward-looking
statements or information ("forward-looking statements"), including statements
regarding the anticipated size and closing of the Proposed Financing, completion
of the Transaction and reinstatement for trading of the Veraz Shares. The
forward-looking statements and information are based on certain key expectations
and assumptions made by management of the Corporation, including, without
limitation, the Corporation's ability to obtain financing on acceptable terms or
at all and its ability to complete the Transaction on acceptable terms or at
all. Although management of the Corporation believes that the expectations and
assumptions on which such forward looking statements and information are based
are reasonable, undue reliance should not be placed on the forward-looking
statements and information since no assurance can be given that they will prove
to be correct.  


Forward-looking statements and information are provided for the purpose of
providing information about the current expectations and plans of management of
the Corporation relating to the future. Readers are cautioned that reliance on
such statements and information may not be appropriate for other purposes, such
as making investment decisions. Since forward-looking statements and information
address future events and conditions, by their very nature they involve inherent
risks and uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks, some of which are
beyond Momentus' and Veraz's control. These include, but are not limited to, the
ability of Momentus and Veraz to satisfy the conditions to completion of the
Transaction, the successful completion of the Proposed Financing and the final
terms thereof, the impact of general economic conditions, industry conditions,
volatility of commodity prices, currency fluctuations, environmental risks,
operational risks in exploration and development, competition from other
industry participants, the lack of availability of qualified personnel or
management, stock market volatility and the ability to access sufficient capital
from internal and external sources. Accordingly, readers should not place undue
reliance on the forward-looking statements, timelines and information contained
in this news release. Readers are cautioned that the foregoing list of factors
is not exhaustive. 


The forward-looking statements contained in this document are made as of the
date of this document and, except as required by applicable law, neither Veraz
or Momentus undertake any obligation to publicly update or to revise any of the
included forward-looking statements, whether as a result of new information,
future events or otherwise. The forward-looking statements contained in this
document are expressly qualified by this cautionary statement.


About Momentus Energy Corp. 

Momentus is a private junior oil and gas company engaged in the exploration for
oil and natural gas reserves in Montana.


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 PLEASE CONTACT: 
Veraz Petroleum Ltd.
Paul Baay
Chairman of the Board
(403) 619-8407


Momentus Energy Corp.
Paul Starnino
President and Chief Executive Officer
(403) 862-2143

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