HOUSTON, June 30 /PRNewswire-FirstCall/ -- Samurai Energy Corp., (OTC Pink Sheets: SMRE), and ECCO Energy Corp., a Nevada corporation, announced that they have signed an Agreement and Plan of Merger ("Merger Agreement") under which a newly formed wholly owned subsidiary of Samurai will merge with and into ECCO. Upon the consummation of the merger, ECCO will be a wholly owned subsidiary of Samurai and Samurai will merge with ECCO, for the sole purpose of reincorporating into Nevada and will change its name to ECCO Energy Corp. Closing of the merger is expected on or about July 15, 2006.
Under the terms of the Merger Agreement, each share of ECCO common stock issued and outstanding immediately prior to the merger will be converted in the right to receive three shares of fully paid, non-assessable shares of Samurai common stock.
In connection with the proposed transaction, Sam Skipper, the director of Samurai, shall be the initial director of the surviving corporation, ECCO Energy Corp.
The Boards of Directors of Samurai and ECCO each approved the transaction contemplated by the Merger Agreement.
Completion of the transaction will be subject to the customary definitive agreement, due diligence by both parties and other matters usually associated with business combinations.
About Samurai Energy Corp.
Samurai Energy Corp. is an independent oil and gas exploration and production company headquartered in Houston, Texas. The Company is engaged in the acquisition, development and production of oil and natural gas reserves. The company's primary focus is along the Texas Gulf Coast region.
About ECCO Energy Corp.
ECCO Energy Corp. is an independent oil and gas exploration and production company headquartered in Houston, Texas. The Company is engaged in the acquisition, development and production of oil and natural gas reserves. The company's primary focus is along the Texas Gulf Coast region.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). In particular, when used in the preceding discussion, the words "believes," "expects," "intends," "will," "anticipated," or "may," and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Act, and are subject to the safe harbor created by the Act. Except for historical information, all of the statements, expectations and assumptions contained in the foregoing are forward looking statements that involve a number of risks and uncertainties. The reserve data included herein represents only estimates. Reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact manner. As a result, estimates of different engineers often vary. The estimates of reserves, future cash flows and present value are based on various assumptions, including those prescribed by the SEC relating to oil and natural gas prices, and are inherently imprecise. In addition, important factors that could cause actual results to differ materially include the following: business conditions and the amount of growth in the Company's industry and general economy; competitive factors; ability to attract and retain personnel; the price of the Company's stock; and the risk factors set forth from time to time in the Company's SEC reports. Samurai Energy Corp. (OTC Pink Sheets: SMRE) takes no obligation to update or correct forward-looking statements, and also takes no obligation to update or correct information prepared by third parties that is not paid for by the Company.
