Canadian company Kristina Capital Corp. and British Virgin Islands-registered Black Marlin Energy Limited, which is principally engaged in the petroleum and natural gas exploration, development and production in Africa, as well as provision of seismic services through its subsidiaries, provided an update on their previously announced arm's length business combination. In August 2009, Black Marlin and Kristina signed a letter of intent where the terms of this deal were set out. The proposed transaction includes the asset sale, the consolidation, the name change, the continuation, and the acquisition of Black Marlin Shares by Kristina. The transaction will constitute a reverse takeover of Kristina for accounting purposes.
The merger agreement between the companies was signed on November 19, 2009. Under the terms of the merger agreement, Kristina will incorporate a wholly-owned subsidiary pursuant to the laws of the British Virgin Islands.
Upon incorporation and acceptance by the TSX Venture Exchange, the new BVI company will merge with Black Marlin so that it will continue functioning as a wholly-owned subsidiary of Kristina. Prior to the proposed transaction, the common shares of Kristina outstanding as at November 9, 2009 will be consolidated at a ratio of one Kristina share for each two Kristina shares held. The shareholders of Kristina will also be asked to approve the sale of Kristina's assets in exchange for nominal cash consideration, changing the name of Kristina to “Black Marlin Energy Holdings” or other name as agreed to by both companies; and the application by Kristina for the discontinuance from the Province of Alberta and the application to continue under the laws of the British Virgin Islands.
