Serinus Energy (formerly Kulczyk Oil) and Winstar Resources Complete Plan of Arrangement

Serinus Energy (formerly Kulczyk Oil) and Winstar Resources Complete Plan of 
Arrangement 
CALGARY, ALBERTA -- (Marketwired) -- 06/25/13 -- Serinus Energy Inc.
(TSX:SEN)(WARSAW:SEN) (formerly Kulczyk Oil Ventures Inc.
(TSX:KOV)(WARSAW:KOV)) ("Serinus" or the "Company") and Winstar
Resources Ltd. (TSX:WIX)(WARSAW:WIX) ("Winstar") are pleased to
announce the closing on Monday, June 24, 2013, of the previously
announced plan of arrangement (the "Arrangement") whereby Serinus
acquired all of the issued and outstanding common shares of Winstar.
In connection with closing of the Arrangement, the Company changed
its name to "Serinus Energy Inc." and consolidated its common shares
on the basis of one post-consolidation share for every ten
pre-consolidation shares. Pursuant to the Arrangement, holders of
Winstar common shares were entitled, at their election, to receive,
for each Winstar share held, 7.555 pre-consolidation common shares of
the Company or CDN$2.50 in cash, subject to a maximum of CDN$35
million, with such cash provided by Kulczyk Investments S.A. ("KI"),
the major shareholder of the Company. The maximum cash consideration
was elected, resulting in KI acquiring 14,000,000 Winstar shares at
closing, which were then exchanged for common shares of the Company
in accordance with the terms of the Arrangement. A total of
27,252,496 common shares of Serinus (on a post-consolidation basis)
were issued to Winstar shareholders pursuant to the Arrangement, of
which 10,577,000 common shares were issued to KI. In addition,
immediately after completion of the Arrangement, KI was issued
3,183,268 common shares of Serinus pursuant to the conversion of an
outstanding loan and accrued interest thereon in the aggregate amount
of US$13,369,726 owing by the Company to KI, previously described in
the Company's May 9, 2013 press release. After giving effect to the
Arrangement and the conversion of the above-described loan, Serinus
presently has 78,611,437 common shares issued and outstanding, of
which KI owns 37,840,987 common shares (48.1%).  
Commenting on the Arrangement, Tim Elliott, President and Chief
Executive Officer of Serinus, said:  
"Serinus is entering a new and exciting phase in 2013. Firstly, we
had a significant deep discovery in Ukraine and continued to grow our
production and reserves in that country. Last week we spud an
exciting high-impact exploration well in a prolific hydrocarbon basin
in Brunei and on June 24th we closed the Winstar deal. We look
forward to developing the Tunisian and Romanian assets of Winstar for
the benefit of all of our shareholders and are very pleased that we
will soon be listed on both the Warsaw Stock Exchange and the Toronto
Stock Exchange."  
In addition, Serinus is pleased to announce that, in connection with
closing of the Arrangement, Bruce Libin of Calgary, Alberta, Canada
and Evgenij Iorich of Zug, Switzerland, have been appointed to the
Company's board of directors as non-executive directors. Bruce was
Chairman of the Winstar board of directors and Evgenij was a Winstar
director.  
The Company's common shares are expected to begin trading on the
Toronto Stock Exchange (the "TSX") on or about the day that is three
business days following completion of the Arrangement, subject to
Serinus fulfilling all of the remaining listing conditions of the
TSX. The Company will remain listed on the Warsaw Stock Exchange
("WSE") on a post-consolidation basis under the trading symbol "SEN"
after the listing on the TSX. The common shares of the Company, which
had been suspended on the WSE pending completion of the
consolidation, are expected to resume trading near the end of June,
2013.  
Macquarie Capital (Europe) Limited advised Serinus, and FirstEnergy
Capital LLP advised Winstar, on the Arrangement.  
About the Company  
Serinus is an international upstream oil and gas exploration and
production company with a diversified portfolio of projects in
Ukraine, Brunei, Tunisia, Romania and Syria and with a risk profile
ranging from exploration in Brunei, Romania and Syria to production
and development in Ukraine and Tunisia. The common shares of the
Company trade on the Warsaw Stock Exchange and, upon satisfaction of
certain conditions, will trade on the TSX.  
In Ukraine, Serinus owns an effective 70% interest in KUB-Gas LLC.
The assets of KUB-Gas LLC consist of 100% interests in five licences
near to the City of Lugansk in the northeast part of Ukraine. Four of
the licences are gas producing. 
In Tunisia, Serinus owns a 100% working interest in the Chouech
Essaida, Ech Chouech, Sanrhar and Zinna concessions, and a 45%
working interest in the Sabria concession. Four of the concessions
are currently producing oil or gas.  
In Brunei, Serinus owns a 90% working interest in a production
sharing agreement which gives the Company the right to explore for
and produce oil and natural gas from Block L, a 1,123 square
kilometre area covering onshore and offshore areas in northern
Brunei.  
In Romania, Serinus expects to have assignment of an undivided 60%
working interest in the onshore Satu Mare concession in north western
Romania by the end of June 2013, subject to the satisfaction of
certain conditions.  
In Syria, Serinus holds a participating interest of 50% in the Syria
Block 9 production sharing contract which provides the right to
explore for and, upon the satisfaction of certain conditions, to
produce oil and gas from Block 9, a 10,032 square kilometre area in
northwest Syria. The Company has an agreement to assign a 5%
ownership interest to a third party which is subject to the approval
of Syrian authorities, and which, if approved, would leave the
Company with a remaining effective interest of 45% in Syria Block 9.
Serinus declared force majeure, with respect to its operations in
Syria, in July 2012.  
The main shareholder of the Company is Kulczyk Investments S.A., an
international investment house founded by Polish businessman Dr. Jan
Kulczyk.  
For further information, please refer to the Serinus website
(www.kulczykoil.com).  
Translation: This news release has been translated into Polish from
the English original.  
Forward-looking Statements Regarding Acquisition  
This press release contains certain statements relating to Serinus
that are based on the expectations of Serinus, as well as assumptions
made by, and information currently available to, Serinus, which may
constitute forward-looking information under applicable securities
laws. All such statements and disclosures, other than those of
historical fact, which address activities, events, outcomes, results
or developments that Serinus anticipates or expects may, or will
occur in the future (in whole or in part) should be considered
forward-looking information. In some cases, forward-looking
information can be identified by terms such as "forecast", "future",
"may", "will", "expect", "anticipate", "believe", "potential",
"enable", "plan", "continue", "contemplate", "pro-forma", or other
comparable terminology. In particular, this press release makes
reference to the timing and listing of the Company's common shares on
the TSX, resumption of trading on the Warsaw Stock Exchange and the
anticipated increased working interest in the Satu Mare concession.
Readers are cautioned that such events are subject to certain
conditions being satisfied. Accordingly, there is no assurance that
such conditions will be satisfied and therefore no assurance that the
TSX listing, resumption of trading and increased working interest
will be obtained in the time frames anticipated or at all. Many
factors could cause the performance or achievement by Serinus to be
materially different from any future results, performance or
achievements that may be expressed or implied by such forward-looking
statements. These factors include the failure to satisfy the TSX
listing conditions and to resume trading on the Warsaw Stock Exchange
in a timely manner, failure to satisfy the conditions to obtain the
increased interest in the Satu Mare concession, risks relating to the
integration of Serinus and Winstar, the failure to realize
anticipated synergies and incorrect assessments of the value of
Winstar. Readers are cautioned that the foregoing list of factors is
not exhaustive.  
The forward-looking statements contained in this press release are
expressly qualified by this cautionary statement. Serinus is not
under any duty to update any of the forward-looking statements after
the date of this press release or to conform such statements to
actual results or to changes in the Company's expectations and
Serinus disclaims any intent or obligation to update publicly any
forward-looking statements, whether as a result of new information,
future events or results or otherwise, other than as required by
applicable securities laws. 


 
Canada                                                                      
                                                                            
Suite 1170, 700-4th Avenue S.W., Calgary, Alberta, Canada                   
Telephone: +1-403-264-8877                                                  
Facsimile: +1-403-264-8861                                                  
                                                                            
Dubai                                                                       
                                                                            
Al Shafar Investment Building, Suite 123, Shaikh Zayed Road,                
Box 37174, Dubai, United Arab Emirates                                      
Telephone: +971-4-339-5212                                                  
Facsimile: +971-4-339-5174                                                  
                                                                            
Poland                                                                      
                                                                            
Nowogrodzka 18/29                                                           
00-511 Warsaw, Poland                                                       
Telephone: +48 (22) 414 21 00                                               

Contacts:
Serinus Energy Inc. - Canada
Norman W. Holton
Vice Chairman
+1-403-264-8877
nholton@kulczykoil.com 
Serinus Energy Inc. - Poland
Jakub J. Korczak
Vice President Investor Relations & Managing Director CEE
+48 22 414 21 00
jkorczak@kulczykoil.com
www.kulczykoil.com
 
 
Press spacebar to pause and continue. Press esc to stop.