THE UNITED STATES/

TSXV - CLJ.H

VANCOUVER, Sept. 16 /CNW/ - Cantrell Capital Corp. ("Cantrell") has entered into an agreement dated September 2, 2009 with Peninsula Corp, a British Columbia company based in Vancouver, BC, Next Ventures Corp. of Bogota, Colombia, and Knotsville Capital S.A. of Zurich (collectively the "Vendors") for the acquisition (the "Acquisition") of all of the outstanding shares of Imore S.A. ("Imore"), a Panamanian company. Imore has the right to acquire certain hydrocarbon exploration and production contracts in Colombia (the "EP Contracts") through an underlying agreement dated August 20, 2009, as amended, with Green Power Corporation S.A., ("Green Power") of Bogota, Colombia, the current holder of the EP Contracts. In consideration for the shares of Imore, Cantrell will issue an aggregate of 60 million of its common shares to the Vendors, in equal proportions. The transaction will constitute a reverse takeover under applicable policies of the TSX Venture Exchange (the "Exchange").

In order to acquire an initial 50% working interest in the EP Contracts, Imore was required to pay US $1 million to Green Power and US $8.5 million to support guarantees to be placed pursuant to the terms of the EP Contracts, both of which payments were made September 10, 2009. A further US $8.5 million is due to support further guarantees within 17 months. Imore is also required to fund an exploration budget estimated at US $43 million over a 36 month period, which includes the previously mentioned guarantees aggregating US $17 million. Approximately US $6.5 million of the exploration budget (not including the guarantees) is required to be funded by October 15, 2009. Imore has the option to acquire the 50% balance of the EP Contracts for payment of US $50 million payable on the earlier of 18 months from the agreement date, and completion of seismic interpretation on the acquired properties. As consideration for the option, Imore is required to pay Green Power US $3 million, payable in shares of Cantrell at C$0.25 per share (approximately 13.2 million shares). This obligation is being assumed by Cantrell.

Cantrell provided a bridge loan to Imore to fund the US $9.5 million which was paid September 10, 2009. Endeavour Financial ("Endeavour") lent such funds to Cantrell in order to provide the bridge loan. The loan from Endeavour is repayable within one year and bears interest at 10%. As consideration for the loan, Endeavour will receive 10 million common share purchase warrants of Cantrell exercisable at $0.50 per share for a period of one year.

In addition to the acquisition of Imore, Cantrell has entered into an agreement dated September 10, 2009 with European Energy Partners Trust to acquire all of the issued shares of Free Traders Inc., a Panamanian company which holds a 5% carried Participating Interest in a Technical Evaluation Agreement respecting the Arauca Block (the "Arauca Block") in Colombia, and in any Exploration and Production Contracts resulting therefrom, including an Exploration and Production Contract which was entered into between Pacific Colombia and the Colombian Agencia Nacional de Hidrocarburos on June 30, 2009. Consideration for the acquisition of Free Traders Inc. consists of US $5 million, payable upon receipt of regulatory approval for Cantrell's reverse takeover described above.

In conjunction with the Acquisition, Cantrell will complete a private placement of 100 million subscription receipts at a price of $0.25 per subscription receipt for gross proceeds of $25,000,000. The financing is being led by GMP Securities L.P. and Canaccord Capital Corporation and also includes Raymond James Ltd. Upon closing of the subscription receipt financing, the funds will be placed into escrow until closing of the Acquisition at which time the subscription receipts will convert into units of Cantrell. Each unit will consist of one common share and one common share purchase warrant exercisable at $0.75 per share for a period of five years. The proceeds from the financing will be used to repay the loan from Endeavour, to fund the intitial exploration programs on the EP Contracts, for the acquisition of the 5% interest in the Arauca Block, as well as for general working capital.

Completion of the financing is subject to certain conditions including, but not limited to, satisfactory due diligence, the execution of a definitive agency agreement and the receipt of all necessary shareholder, regulatory and stock exchange approvals.