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COBRA VENTURE CORPORATION ANNOUNCES COMPLETION OF SALE OF SASKATCHEWAN ASSETS


February 3, 2012

Cobra Venture Corporation (the “Corporation”) is pleased to announce that it has completed the sale (the “Sale”) to Keystone Royalty Corp. (“Keystone”) of all of its freehold mineral and royalty interests in the Province of Saskatchewan, effective as of January 1, 2012 (the “Effective Date”), for an amount of $5,250,000, which amount is subject to usual industry adjustments for the period between the Effective Date and the date of closing (the “Purchase Price”). A final settlement of all applicable adjustments shall occur within 60 days of closing.  The Purchase Price was paid by Keystone by: (i) the transfer of 1,767,000 common shares of the Corporation which were owned by Keystone to the Corporation for cancellation, at a deemed price of $0.30 per common share; and (ii) $4,719,900 paid in cash.

The Sale was approved by 99.90% of the votes cast in person or by proxy at the special meeting of shareholders of the Corporation held on January 30, 2012.  In addition, Sayer Energy Advisors provided a fairness opinion to the board of directors of the Corporation, which opinion was included in the management information circular of the Corporation sent to shareholders in respect of the special meeting, that as of December 23, 2011, the consideration to be received by Corporation in connection with the Sale was fair, from a financial point of view, to the Corporation and its shareholders.

Upon final approval of the Sale by the TSX Venture Exchange (the “Exchange”), and as a result of the disposition of the Saskatchewan assets, the Corporation shall be a Tier 2 oil and gas issuer on the Exchange. It is anticipated that the 1,767,000 common shares of the Corporation being transferred to the Corporation for cancellation in partial satisfaction of the Purchase Price shall be cancelled as soon as practicable, resulting in 15,903,748 common shares of the Corporation being issued and outstanding.

 

About Cobra Venture Corporation

Cobra Venture Corporation is an emerging energy corporation focused on the acquisition and development of strategic oil and natural gas reserves in 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
(604) 922-2030
Canadian Toll Free (888) 888-9122
US Toll Free (888) 888-9123

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

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, the timing of settlement of adjustments to the Purchase Price, the final acceptance of the Sale by the Exchange, the Tier 2 issuer status of the Corporation on the Exchange, the cancellation of the common shares transferred to the Corporation 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 including, but not limited to, the ability to obtain regulatory body approval in respect of the Sale and the listing of the Corporation as a Tier 2 issuer on the Exchange, the ability to settle the final adjustments to the Purchase Price and cancel the common shares in a timely manner or at all  and such specific factors disclosed under the heading "Risk Factors" 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 release. You should carefully review the cautionary statements and risk factors contained herein and in the documents that we file from time to time with the Canadian securities regulators.

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