CALGARY, Alberta, Oct. 25, 2012 (GLOBE NEWSWIRE) -- Gysan Holdings, Inc. (OTCQB:GYSA) ("Gysan" or the "Corporation"), listed on the OTCQB ("OTCQB") is pleased to announce that, further to its news release of September 26, 2012, it has entered into a Definitive Agreement ("Definitive Agreement") dated October 23, 2012 to acquire Dino Energy Investments Ltd., a company formed and subsisting pursuant to the laws of the British Virgin Islands ("Dino Energy") (the "Acquisition"). The Definitive Agreement contemplates that, in exchange for all the outstanding shares of common stock of Dino Energy, Gysan shall issue to Dino Energy's shareholders an aggregate of 200,000,000 shares of common stock of Gysan. Following this transaction, the shareholders of Dino Energy will control the Gysan consolidated group.
Dino Energy is a newly-formed oil and gas company and it has recently entered into an agreement with a First Nation group in Alberta, Canada for the exploration, development and production of hydrocarbon resources on and under the First Nation's reserve lands (the "Exploration Agreement"). The rights granted to Dino Energy under the Exploration Agreement are subject to regulatory and government approval as well as a number of other conditions precedent. It is expected that Dino Energy will conduct all exploration and production activities through a wholly owned Alberta subsidiary.
The completion of the Acquisition is subject to a number of conditions precedent, including, but not limited to: (i) completion of satisfactory due diligence by each of Gysan and Dino Energy; (ii) the approval of the Acquisition by each of Gysan's and Dino Energy's respective board of directors and shareholders, if required; (iii) the absence of any material change or change in a material fact which might reasonably be expected to have a material adverse effect on the financial and operational conditions or the assets of each of the parties to the Definitive Agreement; and (iv) certain other conditions typical in a transaction of this nature.
Certain statements contained in this release are forward-looking statements and are based on future expectations, plans and prospects for Gysan's business and operations that involve a number of risks and uncertainties. Gysan's forward-looking statements in this release are made as of the date hereof, and the Corporation disclaims any duty to supplement, update or revise such statements on a going-forward basis, whether as a result of subsequent developments, changed expectations or otherwise. In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Corporation is identifying certain forward-looking information regarding, among other things, the acquisition of Dino Energy by Gysan. Actual events or results may differ materially from those contained in these forward-looking statements. Important factors that could cause further events or results to vary from those addressed in the forward-looking statement include, without limitation, risks and uncertainties arising from the ability of Gysan to successfully complete this Acquisition, to satisfy the conditions precedent contained in the Exploration Agreement and successfully exploit the rights acquired thereby; uncertainties relating to the ability to realize the expected benefits of the acquisition; unanticipated or unfavorable regulatory matters; general economic conditions in the region and industry which Gysan and Dino Energy operate, and other risk factors as discussed in the Corporation's other filings made by the Corporation from time to time with the Securities and Exchange Commission.