(Source: Canada Newswire)
VANCOUVER, Nov. 6 /CNW/ -- Lion Energy Corp. ("Lion") (TSX-V:
LEO), a Canadian exploration company focused on acquiring, exploring
and developing oil and gas reserves in Central and East Africa,
Southern Star Energy Inc. ("Southern") (OTC Bulletin Board: SSEY), a
U.S.- based oil and gas exploration company with lease acreage
properties in Louisiana, and Gold Star Resources Corp. ("Gold
Star")(TSX-V: GXX), a Canadian resource exploration company focused
on the strategic acquisition and advancement of prospective oil and
gas projects in West Africa, are pleased to announce that they have
signed a non-binding letter of intent to complete a proposed
business combination (the "Transaction"). Upon completion of the
Transaction, the combined entity will be a mid-sized, well-
capitalized company with domestic and international exploration
operations, a seasoned management team, and a strong board of
directors.
"The collaboration of Lion, Southern and Gold Star combines an
excellent portfolio of diverse African exploratory opportunities and
a solid platform for growth in North America. This acquisition also
brings significant talent to continue adding opportunity and value
for our shareholders," said David Gibbs, President and CEO of
Southern. "The combined company will be focused on the acquisition
of additional strategic assets in North America so we can build a
strong foundation of cash flow and stable growth opportunities.
This will provide solid returns and fund and expand the combined
company's high potential exploration programs in Africa."
It is anticipated that Lion will issue approximately 40 million
of its common shares, with approximately 26 million being issued to
the shareholders of Southern and approximately 14 million being
issued to the shareholders of Gold Star in exchange for all of the
outstanding shares of Southern and Gold Star.
The Transaction is subject to the completion of confirmatory
financial and legal due diligence, definitive documentation,
regulatory approvals, court approval and approval of the
shareholders of each of Lion, Gold Star and Southern.
The securities offered will not be registered under the United
States Securities Act of 1933, as amended (the "Act") and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the Act.
About Lion Energy Corp. (TSX-V: LEO)
Lion is a well-financed, Canadian exploration company with a
vision to develop a significant presence in the developing oil and
gas industry in Africa. Recently, Lion signed an agreement with
Africa Oil Corp.
