COBRA VENTURE CORPORATION ANNOUNCES $2,000,000 PRIVATE PLACEMENT
August 2, 2007
Vancouver, British Columbia– Cobra Venture Corporation ("Cobra") (TSX Venture : CBV)
Cobra Venture Corporation (the “Corporation”) (TSX Venture Exchange “CBV”) announced today that it has entered into an engagement agreement with Northern Securities Inc. (the “Agent”) in connection with a proposed private placement, on a reasonable best efforts basis, of up to 5,714,286 units (the “Units”) of the Corporation at a price of $0.35 per Unit, for gross proceeds of up to $2,000,000 (the “Offering”).
Each Unit will consist of one (1) common share in the capital of the Corporation (the “Common Share”) and one-half (1/2) of one Common Share purchase warrant (the “Warrant”). Each whole Warrant will entitle the holder to purchase one (1) Common Share of the Corporation at an exercise price of $.50 per Common Share for a period of twenty-four (24) months from the closing of the Offering, provided however, if for fifteen (15) consecutive trading days, following four (4) months and one day after the issuance of the Warrants, the closing trading price of the Common Shares of the Corporation exceeds $0.90, then the exercise period of the Warrants will be shortened to a period of thirty (30) days.
The Agent will receive a cash commission equal to seven and one-half (7.5%) percent of the gross proceeds of the Offering and will be granted a number of compensation options equal to seven and one-half (7.5%) percent of the total number of Units sold pursuant to the Offering. Each compensation option will entitle the holder thereof to acquire one Unit at an exercise price of $0.35 per Unit on the same terms and conditions of the Offering, for a period of twenty-four (24) months from the closing of the Offering.
Net proceeds of the Offering are intended to be used by the Corporation for property acquisition and general corporate purposes.
The Offering is subject to receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. The Units will be offered in certain provinces of Canada by way of private placement pursuant to applicable prospectus exemptions. The securities issued pursuant to the Offering will be subject to a four (4) month hold period. Closing of the Offering is expected to occur on or about August 30, 2007.
About Cobra Venture Corporation
Cobra is an oil and natural gas production and exploration company currently producing, exploring and developing oil and natural gas interests in Pembina, Alberta, NE British Columbia and SE Saskatchewan. Cobra is actively involved in prospect generation, and secures working interests at an early stage. Through farm out and royalty agreements Cobra joint ventures with third parties to operate and develop the prospects. Cobra retains key ownership positions in multiple projects and Cobra employs this strategy to minimize shareholder dilution and maximize shareholder asset value.
Cobra Venture Corporation is an emerging energy corporation focused on the acquisition and development of strategic oil and natural gas reserves in the Western Canada. Common shares of the corporation trade on the TSX Venture Exchange under the symbol CBV.
FOR FURTHER INFORMATION PLEASE CONTACT:
|Cobra Venture Corporation
Daniel B. Evans
President and CEO
Canadian Toll Free (888) 888-9122
US Toll Free (888) 888-9123
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any sate securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
The TSX Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
This press release contains “forward looking statements” within the meaning of applicable Canadian securities legislation. The words “could”, “plan”, “expect”, “estimate”, “anticipate”, “project”, “predict”, “intend”, “may”, “potential”, “believe” and similar expressions and variations thereof are forward-looking statements. These include, but are not limited to, statements respecting anticipated business activities, planned expenditures, corporate strategies, and participation in projects and financing and any other statements that are not historical facts. Statements in this release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed under the heading "Risk Factors" and elsewhere in the Corporation's periodic filings with Canadian securities regulators. Although the Corporation believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. The reader is cautioned not to place undue reliance on forward-looking statements. The Corporation undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this filing. You should carefully review the cautionary statements and risk factors contained in this and other documents that we file from time to time with the Canadian securities regulators.