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YSC.H Yongsheng Capital Inc

0.03
0.00 (0.00%)
24 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Yongsheng Capital Inc TSXV:YSC.H TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.03 0.025 0.50 0 01:00:00

Yonge Street Capital to Complete Acquisition of Indonesian Oil & Gas Interests / List on CNSX / Delist From TSXV/NEX

29/09/2009 2:29am

Marketwired Canada


Yonge Street Capital Corp. (NEX BOARD:YSC.H) ("Yonge Street" or the "Company")
is pleased to announce that it expects to complete shortly its previously
announced acquisition of Endeavour Energy (Bengkulu) Pty Ltd. ("EEB"), a private
Australian company exploring for oil and gas in Sumatra, Indonesia. The Company
has entered into a definitive agreement with Endeavour Energy Ltd. ("Endeavour")
dated as at September 8, 2009 (the "Agreement") pursuant to which the Company
has agreed to acquire from Endeavour all of the shares of EEB in exchange for
shares in the capital of the Company (the "Transaction"). The Transaction has
been negotiated at arm's-length and will constitute a reverse take-over for
accounting purposes.


In connection with the Transaction, Yonge Street has applied to voluntarily
delist its common shares from the NEX board of the TSXV and to list the shares
of the post- Transaction company on the Canadian National Stock Exchange (CNSX).
CNSX has granted its conditional acceptance for such listing. It is expected
that Yonge Street will delist from NEX concurrent with the listing on CNSX so
that there is no gap in a trading market for the shares. All actions to complete
the Transaction have been completed in escrow and the Transaction will
automatically complete and be effective upon the delisting from the NEX board.
Upon delisting from NEX, Yonge Street will cease to be a capital pool company,
and in accordance with the policies of the TSXV, 525,000 shares held by
directors and former directors of Yonge Street will be cancelled.


As a former capital pool company, unless approval by a majority of Non-Arms
Length Parties to the Company is received within 90 days of its delisting from
the NEX board, Yonge Street will be required to be wound up and to liquidate and
distribute its remaining assets, on a pro rata basis, to its shareholders. Yonge
Street intends to seek such approval from its shareholders within the 90 day
period.


About the Transaction

The Transaction contemplates Yonge Street and EEB combining pursuant to a
reverse take-over transaction with Yonge Street acquiring 100% of EEB from
Endeavour. Under the Agreement, Endeavour (or its nominees) will receive
36,580,936 common shares of Yonge Street (approximately 92.7% of the currently
outstanding shares, or approximately 92% fully diluted, before the planned
concurrent financing described below) in exchange for the shares of EEB.
Endeavour is a reporting, unlisted Australian company.


Yonge Street currently has 2,503,750 common shares issued and outstanding. The
Company's shares are currently listed for trading on the NEX board of the TSX
Venture Exchange (the "TSXV"). The Company also has 302,875 common shares
reserved for issuance upon the exercise of stock options granted under the
Company's stock option plan, each option exercisable at a price of $0.20 per
share. There are no other exercisable rights, warrants or options currently
outstanding to acquire shares of the Company.


In conjunction with the Transaction, Yonge Street is raising gross proceeds of
approximately $2,000,000 in a concurrent private placement. Up to 5,720,000
common shares are being offered in the placement at a price of $0.35 per share.
Yonge Street has entered into a Standby Purchase Agreement with Lainston Capital
Pte. Ltd. ("Lainston"), a Singapore-based investment company, whereby Lainston
has agreed to purchase or cause to be purchased all shares offered by Yonge
Street that are not taken up by other subscribers. For providing this standby
commitment, Lainston is to receive a fee equal to 8% of the total gross proceeds
raised in the offering and be issued 1,500,000 transferable warrants, each
warrant entitling the holder to purchase one common share for $0.65 per share
for a period of 12 months from closing.


Upon completion of the Transaction but prior to the completion of the private
placement, the only known person who will hold, directly, or directly, more than
10% of the shares of Yonge Street will be Alan W. Morrison, Jakarta, Indonesia
(20.7%) (intended Chief Executive Officer of Yonge Street following completion
of the Transaction).


On completion of the Transaction, the Company will continue the business
currently conducted by EEB, being an oil and gas company with current ongoing
exploration in Indonesia. Further information on the business of EEB is detailed
below.


About Yonge Street

Yonge Street was incorporated under the Canada Business Corporations Act and is
a reporting issuer in the Provinces of Alberta, British Columbia, Manitoba, and
Ontario. Yonge Street did not conduct any previous business other than
investigating assets or businesses to acquire in accordance with the TSXV's CPC
program.


Further information concerning Yonge Street can be found in the prospectus of
Yonge Street dated March 27, 2006 and is available at www.sedar.com.


About EEB

The following information relating to EEB has been provided to the Company by EEB.

EEB is a company incorporated in Australia with an operational main office in
Jakarta Indonesia. It is a wholly owned subsidiary of Endeavour.


Business of EEB

EEB owns a 100% working interest in the Bengkulu PSC ("Production Sharing
Contract") in Sumatra, Indonesia which allows it the rights to explore and
exploit the hydrocarbons within the PSC. The Bengkulu PSC covers 4,101.92.94 km2
(1,013,602 acres) and consists of both onshore and offshore portions. The
Bengkulu PSC was awarded on October 5, 2005 and is for a period of 30 years.


Two prospects and one lead have been identified onshore as well as several more
structures of interest offshore. Subject to additional funding (in addition to
the $2.0 million private placement), the planned work program is to drill 3
onshore wells in early 2010 and to identify offshore well locations to drill in
2011.


The expected product from successful wells is light crude oil, although gas and
NGLs are also possible.


An independent technical report in compliance with Canadian National Instrument
51- 101 has been prepared on the Bengkulu PSC by Chapman Petroleum Engineering
Ltd. of Calgary, AB Canada in which prospective resources are evaluated. A copy
of the report will be filed and publicly on SEDAR and the CNSX website in
conjunction with the completion of the Transaction.


No reserves have been assigned to EEB's Bengkulu PSC and there is no guarantee
that reserves will be identified thereon.


Management and Board of Directors

Two outside directors of Yonge Street, Terry Good and John Delf have tendered
their resignations as directors.


Upon completion of the Transaction, the board of Yonge Street will be comprised
of the following persons:


Alan W Morrison - Chief Executive Officer and Director (Full Time)

Alan has 27 years experience in the oil and gas and mining sectors. Alan
received a B.Sc. in Electrical and Electronic Engineering from the University of
Strathclyde in Scotland in 1982. Following this he worked for major
international construction and engineering companies on projects in Asia and UK.
Alan has experience working on projects for Bechtel, Fluor Daniel, Global
Engineering, British Gas, Woodside, BP, and Esso. Alan holds dual Australian and
British nationality and has over 20 years experience working and running
business in Indonesia, Australia, UK and Asia. Alan is also Managing Director
and General Manager of Endeavour Energy (Bengkulu) Pty Ltd. Alan speaks fluent
Bahasa Indonesian.


Iain Steele - Chief Financial Officer and Director

Iain has a Diploma in Management Studies from the Polytechnic of Central London,
Diploma in Marketing (DMS) from British Institute of Marketing and a Master of
Arts (Honours) from Edinburgh University. Iain is currently the Australia and
New Zealand Country Manager for Scottish Development International - the
economic development agency for Scotland. Iain has over 30 years experience in
company management and has extensive experience as a company director in private
and publicly-listed companies. His previous directorships have included
Non-Executive Chairman of Connexion Ltd, Director of ACL-Global Pte Ltd,
Development Director of Sharinga Networks Inc. (San Bruno), Director Partner
Development - BT/Concert (Sydney, Business Development Director BT/ Syncordia
(Hong Kong). Iain is originally from Scotland but now lives in Australia.


Nigel Fletcher - Non-Executive Director

Nigel graduated with B.Sc. (honours) in Mining Engineering from the University
of Newcastle upon Tyne in UK in 1982. Nigel has 24 years experience in the
Middle East, Indonesia, Philippines, China and Australia as a Petroleum Engineer
and Well Completions / Well Test specialist. Nigel has previously worked for
ConocoPhillips, Unocal, Santos, BP, ARCO, Schlumberger and Flopetrol. Nigel is
originally from UK but now lives in Australia.


Gerald Ruth - Director

Gerald is currently the President and Chief Executive Officer of Yonge Street
and has served and continues to serve as an independent Corporate Finance
Consultant and a director of a number of private and public companies from 2003
to present. Gerald was the Director Listings, Toronto Stock Exchange, from 1997
- 2003. Mr. Ruth was employed in private practice with KPMG Peat Marwick and
Coopers and Lybrand, where he obtained his Chartered Accountant designation in
1983. Mr. Ruth received a Bachelor of Business Administration (Honors) from
Wilfrid Laurier University.


General Qualifications

Completion of the Transaction is subject to a number of conditions, including
but not limited to the delisting of the Company's shares from NEX. Until
completed, there can be no assurance that the Transaction will be completed as
proposed or at all.


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