Vancouver, British Columbia--(Newsfile Corp. - July 17, 2025) - Cobra Venture Corporation (TSXV: CBV) (the "Corporation" or "Cobra"), is pleased to announce it has entered into a letter of intent dated June 30, 2025 (the "LOI") with Robinson Energy Limited ("Robinson"), a corporation organized under the laws of the Province of Alberta, whereby Cobra and Robinson will complete a share exchange, or similar transaction (the "Transaction") to ultimately form the resulting issuer (the "Resulting Issuer") that will continue on the business of Robinson, subject to the terms and conditions outlined herein. Following completion of the Transaction, the Resulting Issuer intends to maintain its listing as a Tier 2 Oil and Gas Issuer on the TSX Venture Exchange (the "Exchange"), subject to Exchange approval.
Robinson is a private company and was incorporated under the laws of the Province of Alberta on March 4, 2022. Robinson was established to acquire and develop strategic Petroleum Licenses in the Western Province of Papua New Guinea. Robinson has been granted its first Petroleum License PRL 62.
Transaction Details
It is intended that the Transaction will be an arm's length "Reverse Takeover" of Cobra, as such term is defined by the Exchange Policy 5.2 Changes of Business and Reverse Takeovers. The material terms and conditions outlined in the LOI are non-binding on the parties and the LOI is, among other things, conditional on the execution of a definitive agreement (the "Definitive Agreement") to be negotiated between the parties. The legal structure for the Transaction will be confirmed after the parties have considered applicable tax, corporate and securities law. Among other customary terms for a transaction of this nature, the Definitive Agreement will provide for:
All of the securities of Robinson being acquired for a purchase price of $24,778,335 satisfied though the issuance of common shares of Cobra ("Cobra Shares") at an exchange ratio of 15.15 Cobra Shares for each Robinson Share, which values each Cobra Share at a price of $0.21 per share and which shall result in the issuance of approximately 122,410,336 Cobra Shares.
A change of name of the Corporation to "Robinson Energy Limited" effective upon the closing of the Transaction.
A share consolidation on the basis of one post-consolidation share for every 10 pre-consolidated Cobra Shares.
Negotiation of the Definitive Agreement is subject to receipt of necessary financial information, receipt of a qualified reserves report and completion of due diligence investigations to the satisfaction of each of Cobra and Robinson.
The LOI contemplates that the Transaction will be completed by September 30, 2025, or such other date as may be mutually agreed to in writing between Cobra and Robinson. There can be no assurance that a Definitive Agreement will be successfully negotiated, or that the Transaction will be completed.
Conditions to the Transaction
In addition to the customary conditions that will be set out in the Definitive Agreement, the completion of the Transaction is subject to the following conditions:
- Execution of the Definitive Agreement.
- Finalization of the audited financial statements of Robinson.
- Preparation and filing of a disclosure document, in accordance with the policies of the Exchange (the "Disclosure Document") outlining the definitive terms of the Transaction and describing the business to be conducted by the Resulting Issuer.
- Receipt of all director, shareholder and third-party approvals relating to the negotiation and execution of the Definitive Agreement and the Transaction.
- Acceptance of the Exchange.
Additionally, Cobra intends to make an application for waiver from the sponsorship requirements of the Exchange in connection with the Transaction, however there is no assurance that the Exchange will exempt Cobra from all or part of applicable sponsorship requirements.
Further Information
The parties will provide further details in respect of the Transaction by way of updating press releases as the Transaction progresses.
All information contained in this press release with respect to Cobra and Robinson (but excluding the terms of the Transaction) was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Investors are cautioned that, except as disclosed in the Disclosure Document to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release. Trading in the listed securities of the Corporation has been halted and remain halted pursuant to Policy 5.2 Section 2.5.
For more information regarding Cobra, please contact Daniel Evans, the Chief Executive Officer of the Corporation.
Daniel Evans, CEO
cbv@telus.net
For more information regarding Robinson, please contact J. Cameron Bailey, the Chief Executive Officer of Robinson.
J Cameron Bailey
President and Chief Executive Officer
jcbailey@robinsonenergy.ca
Neither the 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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the Transaction and certain terms and conditions thereof; the business of Robinson; the negotiation and completion of the Definitive Agreement; the consolidation of Cobra Shares; the purchase price and the exchange Ratio; Exchange sponsorship requirements and intended application for exemption therefrom; shareholder, director and regulatory approvals; and future press releases and disclosure. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: future prices and the supply of hydrocarbons; future demand for hydrocarbons; the results of drilling; inability to raise the money necessary to incur the expenditures required to retain and advance the property; environmental liabilities (known and unknown); general business, economic, competitive, political and social uncertainties; results of exploration programs; risks of the oil and gas industry; delays in obtaining governmental approvals; and failure to obtain regulatory or shareholder approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Cobra disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
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SOURCE: Cobra Venture Corporation
