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Shenul Capital acquires Underground Energy
[August 18, 2011]

Shenul Capital acquires Underground Energy


Aug 18, 2011 (Datamonitor Financial Deals Tracker via COMTEX) -- Shenul Capital, Inc., a Canada-based capital pool company, has acquired all of the outstanding common shares of Underground Energy, Inc.

Underground Energy is a US-based company engaged in identifying, exploring and developing oil and gas reserves from shale formations.

Update on June 13, 2011: Shenul Capital has amended the terms to acquire all of the outstanding common shares of Underground Energy.

Under the terms of the amended letter agreement, the revised exchange ratio shall be 3.46 common shares of Shenul for each issued and outstanding Underground share. Shenul will now acquire all of the 29,637,900 outstanding Underground shares based on a valuation of CAD0.289 ($0.295) per Shenul share, for deemed consideration of CAD29.64 million ($30.26 million) (before the brokered financing) through the issuance of 102,547,134 Shenul shares.

Additionally, all securities convertible into Underground shares will be exchanged or converted into, or entitle the holders of such convertible securities to acquire an equivalent number of Shenul shares in accordance with the revised exchange Ratio, including the warrants to be issued pursuant to the subscription receipts.

Announcement (March 29, 2011): Shenul Capital has entered into a letter of intent to acquire all of the outstanding common shares of Underground Energy for CAD40.04 million ($40.89 million) in all-stock transaction.


Under the terms of the transaction, Shenul will issue 114,402,294 Shenul common shares at a price of CAD0.35 ($0.35) per share, as a consideration payable to Underground.

The exchange ratio for the Underground common shares shall be 3.86 Shenul common shares for each Underground common share. Additionally, all securities convertible into common shares of Underground will be exchanged or converted into, or entitle the Underground holders to acquire, an equivalent number of Shenul securities in accordance with the same exchange ratio.

Upon completion of the transaction, Underground will be a wholly owned subsidiary of Shenul.

The transaction is expected to complete by July 31, 2011.

Deal Value (US$ Million) 30.26 Deal Type Acquisition Sub-Category 100% Acquisition Deal Status Completed: 2011-08-17 Deal Participants Target (Company) Underground Energy, Inc.

Acquirer (Company) Shenul Capital, Inc.

Deal Rationale The transaction will provide Shenul Capital a significant leverage to the Monterey shale oil resource play, which is the primary source rock for the oil fields in central and Southern California.

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