BayHill Capital Corporation Announces Execution of Letter of Intent to Acquire the Stock of Proteus Energy Corporation
LEHI, UT–(Marketwire – Mar 3, 2011) – BayHill Capital Corporation (“BayHill”) (OTCBB: BYHL) currently voiced the execution of a minute of vigilant (LOI) to take all of the superb shares of Proteus Energy Corporation (“Proteus”), a California-based eccentric oil association focused on California and Western U.S. oil prospects. Under the LOI, BayHill will emanate unregistered shares of the usual batch for all of the released and superb shares, options, and warrants of Proteus. The Parties devise to carry out one some-more due attention and will find $5 million of one some-more appropriation by a in isolation chain of BayHill usual batch to be finished contemporaneously with the shutting of the partnership and, following the closing, to find the one some-more collateral required to rise currently owned oil prospects and try one some-more opportunities. The benefaction comparison manager group at Proteus will be assimilated by dual comparison managers from BayHill, to form the brand new stretched government team, on shutting of the acquisition. Proteus is an active handling oil and gas company. Bennett Yankowitz will go on as CEO of the total entity following the shutting of the acquisition.
BayHill skeleton to finish a in isolation chain of 900,000 shares of the usual batch before to the acquisition. The supports lifted in the in isolation chain will be used to solve liabilities and appropriation activities associated to the partnership costs and credentials for the expected collateral lift of $5 million to be finished contemporaneously with the shutting of the acquisition.
If the LOI leads to a finished agreement, BayHill will emanate 27,805,474 unregistered shares of the usual batch to take all of the shares, options, and warrants currently superb of Proteus, and an one some-more 695,137 shares of unregistered usual batch will be released to the chain agents obliged for bringing the parties together. BayHill currently has 3,254,841 shares of usual batch released and outstanding. If the partnership and in isolation chain have been finished on the conditions contemplated, the Company would have 32,655,452 shares released and superb — before to any share issuances for the expected $5 million in isolation investment in open equity (PIPE), and destiny appropriation needs — of which stream BayHill shareholders would own we estimate 10%. It is expected which the name of the Company will be altered to Proteus Energy Corporation.
The most stream inorganic substance engineering haven reports, for properties owned by Proteus, devise a ignored net benefaction worth of proven grown and underdeveloped pot of: $32,914,000 for the North West Lost Hills Prospect. In addition, the engineering reports indicate illusive and illusive (unproved) pot of $170,000,000.
Neither Proteus or BayHill have finished their due attention routine and devise to do so over the subsequent multiform weeks as appropriation is performed to finish the transaction.
Jim Jensen, Chairman of the Board of BayHill said: “We have been vehement about the intensity presented by the partnership of Proteus. The Board and Management of BayHill have deliberate most acquisition/merger possibilities and find Proteus to have an tasteful form for value-building intensity for the shareholders. We design to go on to demeanour for vital opportunities which might need one some-more equity appropriation when opportunities arise.”
Bob Bench, President and CFO of BayHill said, “We reason Proteus presents the BayHill shareholders with a estimable value-building opportunity. Proteus brings an glorious bottom of proven, probable, and illusive oil and gas pot which might be grown in to estimable worth in the future. We reason which the appetite attention offers good destiny event to set up a large and durability association for the benefaction and destiny shareholders.”
Proteus Energy CEO, Bennett Yankowitz, commented, “The partnership of Proteus by BayHill provides Proteus with a open participation which will concede us to move together the gifted comparison manager group which will accelerate the growth. It will emanate larger liquidity to capture investment collateral to account the enlargement and growth of the benefaction oil interests, and take value of the most opportunities which exist in the appetite attention at this time.”
The LOI envisions which Proteus government group will conduct the Company. It is expected which Jim Jensen will go on portion as house part of and Bob Bench will pretence the purpose as CFO, with a shift in alternative house members as suitable for these stretched operations.
The usual batch of BayHill to be sole in the in isolation chain and released for the partnership will not be purebred underneath the Securities Act of 1933, as nice (the “Securities Act”) or state bonds laws, and unless so registered, might not be offering or sole in the United States absent registration or an germane grant from, or in a contract not theme to, the registration mandate of the Securities Act of 1933 and alternative germane bonds laws.
This notice is released pursuant to Rule 135c underneath the Securities Act and shall not consecrate an suggest to sell or the questionnaire of an suggest to buy usual batch of BayHill, nor shall there be any sale of usual batch of BayHill in any office in which such offer, questionnaire or sale would be wrong before to the registration or gift underneath the bonds laws of any such jurisdiction.
About BayHill Capital Corporation
BayHill is a not as big stating open company, and is deliberate a “public shell,” given at the benefaction time is has no ongoing operations. BayHill has been actively seeking to combine with or take one or some-more in isolation companies to emanate a substructure to grow and expand. In credentials for a partnership or partnership with an active handling company, BayHill sole the unconditionally owned subsidiary, Commission River Corporation on Aug 31, 2010, which was actively intent opening formed internet marketing.
About Proteus Energy Corporation
Proteus is a California formed eccentric oil association with a first concentration in California and the Western U. S. Its first importance has been on the growth of grown up oil fields. Proteus has operated the Northwest Lost Hill Property given Jan of 2008 and owns a minority seductiveness in the Lynch Canyon margin in Monterey County, California. The association has an gifted government and technical group and is seeking to enhance the benefaction operations in California and alternative Western States.
Forward-Looking Statements
In further to chronological statements, the report set onward herein contains forward-looking statements, together with per the due partnership of Proteus, the estimated oil reserves, and the due in isolation placements, which engage a series of risks and uncertainties. Certain statements have been formed on assumptions as to destiny events which might not infer to be correct or which might not materialize. Such risks and uncertainties include, but limitation: BayHill’s capability to implement, and acquire appropriation to lift out, the impending businesses, BayHill and Proteus’ capability to strech a decisive agreement and afterward prove any conditions thereto, the consequences of the intensity partnership of Proteus, the probability which the estimated oil and gas pot will be almost reduction than projected, BayHill’s illusive incapacity to acquire one some-more financing at all or on the contemplated terms, BayHill’s illusive miss of money flows, BayHill’s illusive disaster to hold, capture and keep key personnel, technological changes and the probability of increasing competition, the estimable oscillation in oil and gas prices, and the stroke on collateral markets by the extended mercantile downturn. Many of these risks have been over BayHill’s capability to foresee or control.