2009-09-25-2009-09-13

To buy company, gaining interest in onshore Brunei, offshore Mauritania.

Privately held Kulczyk Oil Ventures Inc., Calgary, plans to acquire a private Australian company Triton Hydrocarbons Pty Ltd. for an undisclosed price. Kulczyk Oil will issue 5.491 Kulczyk shares per Triton share, issuing a total 75 million shares. At closing, it will issue a US$10 million convertible debenture to certain investment funds of Tiedemann Investment Group in exchange for the US$10 million in convertible notes which it held in Triton. The principal asset of Triton is its 36% interest in Brunei Block M, an onshore area of approximately 3,000 square kilometers (744,000 acres). The block lies immediately to the south of Kulczyk Oil's existing Block L. The deal will expand the interests of Kulczyk Oil in the sultanate of Brunei Darussalam to cover most of onshore Brunei. Triton also owns 35% of the issued shares of Mauritania International Petroleum Inc. MIPI holds a 100% interest in four contiguous exploration blocks offshore Mauritania. In addition, and on completion of the acquisition of Triton, Triton will continue to own 50% of the issued shares of Triton Petroleum Pte Ltd. (Triton Singapore). The sole asset of Triton Singapore is 20% beneficial interest in a production sharing agreement covering Block 9 in Syria to be assigned by the company, Triton Singapore will also be led by the current management of Triton, who are pursuing development opportunities in southern Iraq. Once the acquisition has been completed, the Brunei national petroleum company Sendirian Berhad, under the terms of the Block M production sharing agreement, has the right to acquire Kulczyk Oil's interest in Block M at a price equal to the arm's length fair market value thereof. Kulczyk Investments SA is the major shareholder in Kulczyk Oil. At closing of the Triton acquisition, Kulczyk Investments will own 92,511,988 common shares, which will represent approximately 46.1% of the total 200.5 million shares issued and outstanding. The former Triton ordinary shareholders owning approximately 33.8% of the total shares issued and outstanding. In addition, Kulczyk Investments has separately agreed to provide Kulczyk Oil with a US$8-million debt facility, to fund ongoing operations.