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2011

Goldbard Capital Corporation Announces Business Combination with Eco Oil & Gas Ltd. and Stock Option Grants

June 2, 2011

Toronto, Ontario (June 2, 2011) â€" Goldbard Capital Corporation (TSX Venture: GDB) (“Goldbardâ€), a company listed on the TSX Venture Exchange (the “Exchangeâ€), is pleased to announce that it has entered into an arm’s length binding Business Combination Agreement (the “Agreementâ€) dated May 31, 2011 with Eco Oil & Gas Ltd. (“Ecoâ€), a non-reporting issuer incorporated under the laws of British Virgin Islands, pursuant to which Eco will, subject to a number of conditions, become a wholly owned subsidiary of Goldbard (the “Resulting Issuerâ€). The business combination will constitute a reverse take-over (the “RTOâ€) of Goldbard under the policies of the Exchange.

Pursuant to the Agreement, Goldbard formed a new corporation (“Goldbard Resources Inc.â€) for the purpose of amalgamating with Eco. Goldbard Resources Inc. is a wholly-owned subsidiary of Goldbard and is created under laws of British Virgin Islands. As a condition of the transaction, Goldbard will hold a meeting of the shareholders of Goldbard to approve the RTO pursuant to the rules and policies of the Exchange. The shareholders will also be asked to approve a consolidation (the “Share Consolidationâ€) of the common shares of Goldbard on the basis of 2.5 old shares (“Pre-Consolidated Sharesâ€) for one (1) new share (a “Consolidated Shareâ€). If approved, the Share Consolidation shall become effective prior to completion of the RTO. Shareholders of Goldbard will also be asked to approve a continuance of Goldbard to British Columbia, and a change of the Resulting Issuer’s name to “Eco (Atlantic) Oil & Gas Ltd.†

Upon the combination of Eco and Goldbard Resources Inc., holders of ordinary shares in the capital of Eco (the “Eco Sharesâ€) will be entitled to receive 1.25303867 Consolidated Shares for each one (1) Eco Share. The foregoing Consolidated Shares will be issued at a deemed issuance price of $0.50 per Consolidated Share. Assuming no concurrent financing, upon closing of the RTO Goldbard will issue 45,360,000 Consolidated Shares to the holders of Eco Shares and replacement warrants to holders of Eco Warrants (as defined below) entitling them to acquire 3,759,116 Consolidated Shares.

The Assets of Eco Oil & Gas Ltd.

Eco’s wholly owned subsidiary, Eco Oil & Gas (Namibia) (Proprietary) Limited (“Eco Namibiaâ€), holds five Government of the Republic of Namibia issued petroleum licenses. Offshore, Eco holds three license blocks covering more than 25,000 square kilometers (6,177,000 acres) and onshore, Eco holds two license blocks covering 30,000 square kilometers (7,413,000 acres). The terms and conditions of these licenses are regulated by agreements signed by Eco with the Government of the Republic of Namibia

Officers and Directors of the Resulting Issuer and the Eco Namibia

The following are biographies for the proposed officers and directors of the Resulting Issuer and Eco Namibia:

Moshe Peterburg (Chairman of the Resulting Issuer and director of Eco Namibia): Mr. Peterburg is a leading private investor with over 25 years of experience in Africa and Eastern Europe. Mr. Peterburg’s investments cross many sectors including infrastructural and resource sectors, mining and exploration and he is founder of GP Minerals Limited, a resource investment and development company.

Gil Holzman (President & Chief Executive Officer of the Resulting Issuer and director of Eco Namibia): Mr. Holzman has many years of significant experience in the mining and energy resource sectors throughout Africa. Mr. Holzman has managed a portfolio of publicly listed mining and exploration companies (copper, cobalt, gold, iron ore and oil and gas) and is a founder of GP Minerals Limited. Currently, Mr. Holzman is the president and Chief Executive Officer of Eco.

Carmelo Marrelli (Chief Financial Officer of the Resulting Issuer): Mr. Marrelli holds a Bachelor of Commerce degree from the University of Toronto and is a qualified Chartered Accountant and Certified General Accountant. Mr. Marrelli is currently President of Marrelli Support Services, a bookkeeping firm based in Toronto, Ontario.

Naeman Amalwa (Eco Namibia Director and Country Manager): Mr. Amalwa is a Namibian businessman with 30 years experience in mining and related industries; Mr. Amalwa enjoys business relationships with many major national corporations within Namibia and the South African development community. Mr. Amalwa is a director of Namibian based JKD Diamonds (Pty) Ltd. and Dynamo Diamonds (Pty) Ltd. and founder of Salina Geological Services, a multi commodity resource development, marketing and exploration company established in 2007. The company is composed of professional geologists, Information Technologists, Geophysicists, and GIS specialists.

Phillipine Angula (Eco Namibia Director): Ms. Angula is a local Namibian businesswoman with 10 years experience in various industries such as diamonds, mining, infrastructure, and real estate in Namibia. Ms. Angula is a member and director of Dinamo Diamonds (Pty) Ltd., a fully owned Namibian company, a partner to Julius Klein Diamond Group, headquartered in New York. She is also a member and a director of Namex Consulting and Trading Ltd., a business and consulting company to sectors such construction and mining, as well as advises on local labour issues.

Gil Reichman (Eco Namibia Director): Mr. Reichman is the Chief Executive Officer of the Southern African and Namibian operations of one of the world’s leading rough diamond manufacturer and traders, Julius Klein Diamonds. This company is considered one of Namibia’s biggest employers at its state of the art cutting and polishing Windhoek plant. Mr. Reichman brings 10 years of experience and professional relationships with the Namibian mining, exploration, and business sector.

Arm’s Length Transaction

The RTO is not a Non-Arm’s Length transaction for the purposes of the polices of the Exchange.

Capital Structure of Goldbard

Goldbard has 12,600,000 Pre-Consolidated Shares issued and outstanding and, after taking into account the option grants being announced today, 1,200,000 incentive stock options issued and outstanding. It does not have any other convertible securities currently issued or outstanding.

Capital Structure of Eco

Eco has 36,200,000 Eco Shares and 3,000,000 share purchase warrants (“Eco Warrantsâ€) currently issued and outstanding. Each Eco Warrant entitles the holder to purchase one (1) Eco Share (subject to adjustment) at a price of $1.00 for a period of one (1) year following a liquidity event (which is defined to include the completion of a RTO).

GP Minerals Limited, a diversified minerals and oil and gas exploration company, incorporated under the laws of Cyprus, currently holds approximately 38.7% of Eco. GP Minerals was founded and is controlled by Mr. Holzman and Mr. Peterburg, both residents of Israel. Prior to completion of the RTO, these parties will not hold a controlling interest in the Resulting Issuer.

Resulting Issuer Capital Structure

Upon completion of the Share Consolidation and the RTO, but without giving effect to any contemplated financing that may take place in connection with the RTO and any option grants to incoming officers and directors, the Resulting Issuer will have approximately 50,400,000 Consolidated Shares, share purchase warrants entitling their holders to acquire 3,759,116 Consolidated Shares, and 480,000 stock options (each entitling their holder to acquire one Consolidated Share) issued and outstanding.
As part of the RTO, the Resulting Issuer will grant additional incentive stock options (“Additional Stock Optionsâ€) to incoming directors and officers, at an exercise price to be determined in accordance with the policies of the Exchange. The terms and conditions of the Additional Stock Options will be determined by the board of directors of the Resulting Issuer, but will, together with all issued and outstanding options, not exceed 10% of the issued and outstanding shares of the Resulting Issuer, upon completion of the RTO.

Closing Conditions

The closing of the RTO is subject to a number of conditions, including, but not limited to the following:

  1. receipt of an exemption or waiver of sponsorship, if not available, a sponsor for the RTO shall have conducted due diligence and filed with the Exchange a sponsorship report satisfactory to the Exchange;
     
  2. receipt of all required regulatory approvals, including the approval of the Exchange and Government of Namibian regulatory bodies to the extent required;
     
  3. receipt of shareholder and board approval from Goldbard;
     
  4. receipt of shareholder and board approval from Eco;
     
  5. no adverse material change in the business affairs, financial condition or operations of Eco and Goldbard shall occur between the date of the latest available financial statements and the closing of the RTO; and
     
  6. completion of the RTO within 75 days of receiving Exchange approval for the RTO.

Goldbard Incentive Stock Option Grants

Goldbard is also pleased to announce today that it is granting 600,000 options (the “Optionsâ€) to its directors and officers pursuant to its incentive stock option plan (the “Planâ€). The Options will be exercisable at $0.20 for a five year period following their date of being granted, subject to earlier termination in accordance with the Plan.
About Eco Oil & Gas Ltd.

Incorporated in January 2011, Eco Oil & Gas Ltd. is an integrated oil and gas exploration company focused on the new and bourgeoning energy play in Namibia. Eco’s wholly owned subsidiary, Eco Oil & Gas (Namibia) (Proprietary) Limited, founded in 2008, enjoys a strong local presence having a longstanding relationship with the energy and oil and gas sector in Namibia and the region.

Offshore, Eco holds three license blocks covering more than 25,000 square kilometers (6,177,000 acres) and onshore, Eco holds two license blocks covering 30,000 square kilometers (7,413,000 acres).

As of March 31, 2011, Eco had assets of over $4.8 million, current liabilities of $188,000 and deferred liabilities of $1.3 million. These numbers are unaudited.

About Goldbard Capital Corp.

Goldbard Capital Corp. is a publicly traded company listed on the TSX Venture Exchange which is focused on pursuing exploration and development opportunities within the resource sectors.

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Sponsorship of a Reverse Takeover is required by the Exchange unless exempt in accordance with Exchange policies. Goldbard intends to apply for an exemption from Sponsorship requirements, however, there is no assurance that Goldbard will obtain this exemption. In addition, the stock will likely remain halted pending completion of the RTO.

A management information circular in respect of the proposed RTO will be prepared and filed in accordance the policies of the Exchange on SEDAR at www.sedar.com. A press release will be issued once the management information circular has been filed as required pursuant to Exchange policies.

For further information about Goldbard, please contact Yaron Conforti, Chief Executive Officer, at (416) 361-2211, or by email at yaron@conforti.ca

For further information about Eco, please contact Gil Holzman, Chief Executive Officer, at (972) 508884529, or by email at gil@ecooilandgas.com

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This press release contains "forward looking information" within the meaning of applicable Canadian securities legislation. Forward looking information includes, but is not limited to, statements with respect to the terms of the financing, the planned use of proceeds, and receipt of all regulatory approvals. Generally, forward looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Goldbard to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; the actual results of exploration activities; regulatory risks; risks inherent in foreign operations; and other risks of resource industries. Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking information. Goldbard does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Completion of the Reverse Take-Over is subject to a number of conditions including, but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Reverse Take-Over cannot close until the required shareholder approval is obtained. There can be no assurance that the Reverse Take-Over will be completed as proposed, or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular 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 Goldbard should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release.