71 Capital Corp. Announces Entering into of Letter of Intent for Qualifying Transaction

71 Capital Corp. Announces Entering into of Letter of Intent for Qualifying 
TORONTO, Sept. 5, 2013 /CNW/ - 71 Capital Corp. (the "Corporation") (TSXV-NEX: 
SVN.H) announced today that it has entered into a letter of intent (the 
"Letter of Intent") whereby the Corporation will acquire all of the issued and 
outstanding securities (the "ADL Shares") of ADL Oilfield Consulting Ltd. 
("ADL") in exchange for the issuance of post-consolidation common shares (as 
described below) to the shareholders of ADL. The acquisition of the ADL Shares 
will constitute the Qualifying Transaction of the Corporation (the "Qualifying 
Transaction") as such term is defined in the policies of the TSX Venture 
Exchange (the "Exchange"). 
It is anticipated that the acquisition of the ADL Shares will be effected 
through the amalgamation of a wholly owned subsidiary ("SubCo") of the 
Corporation and ADL. 
ADL is a privately held Calgary based oil and gas services company engaged in 
providing cleanouts, stimulation, optimization and remediation of oil and gas 
wells in Canada using a patented Stable Foam process. The Corporation is a 
capital pool company. 
Since the Qualifying Transaction is not a non-arm's length transaction, the 
Corporation is not required to obtain shareholder approval for the Qualifying 
Transaction. Trading in the common shares of the Corporation is halted at 
present. It is unlikely that the Corporation's common shares will resume 
trading until the Qualifying Transaction is completed and approved by the 
Terms of Qualifying Transaction 
Pursuant to the terms of the Letter of Intent, subject to completion of 
satisfactory due diligence, a definitive amalgamation agreement (the 
"Agreement") and receipt of applicable approvals, SubCo will amalgamate with 
ADL and the shareholders of ADL will receive post-consolidation shares (as 
described below) in the capital of the Corporation in exchange for their 
shares of the new amalgamated company. 
The Qualifying Transaction is an arm's length transaction. No insiders of 
the Corporation own securities in ADL and no insiders of ADL own securities in 
the Corporation. It is intended that the Corporation will complete an 4.58296 
(old shares) for 1 (new share) consolidation of its shares and a name change 
in connection with the Qualifying Transaction. The Corporation intends to 
call a meeting of its shareholders in the near future in order to approve the 
consolidation and name change. 
Upon completion of the Qualifying Transaction, ADL will be a wholly owned 
subsidiary of the Corporation and the Corporation will be engaged in the 
business of ADL. 
ADL was founded in October 1993 under the laws of Alberta as 584125 Alberta 
Ltd. and subsequently changed its name to ADL Oilfield Consulting Ltd. in 
December 1993. ADL is a private company engaged in oil and gas well services 
in Canada. ADL has a license agreement for the worldwide, exclusive use of a 
patented technology that creates stable foam at surface, utilizing 10% water 
by volume, which always results in an under-balanced environment in the well 
bore. The technology was originally designed for shallow gas well clean 
outs, but over the last 18 months ADL has expanded the application into deep 
and horizontal oil well applications, which has resulted in the need to build 
new heavy duty equipment capable of performing the deep well cleanouts in 
significantly less time. Over the course of the last 10 years, ADL has 
successfully cleaned out over 800 wells. 
ADL has introduced the concept of using the patented technology for other oil 
and gas applications, including drilling, milling, perforating, and fracture 
stimulation. These new applications will be engineered and proven out over the 
next 12-18 months. ADL has also introduced the technology into the United 
States, China and Mexico and believes that the technology will be well 
received in such countries. 
ADL is currently in discussions with seasoned oil-field service veterans about 
joining the ADL team, including potential Directors, Management, Engineers and 
field operators. ADL will also ensure it has Board representation with public 
markets experience. ADL expects to announce additions to the team as the 
amalgamation and financing proceed. 
ADL expects it will take approximately 3 months to construct the new 
equipment, once the financing is completed. It is anticipated that a re-launch 
of its operations using the new, more effective equipment will commence around 
the beginning of January 2014 once the equipment and operating staff are ready 
to be deployed. 
The controlling shareholders of ADL are James Paul and Gerry Mendyk, both 
residents of Calgary, Alberta, who in the aggregate, together with their 
associates, own or control approximately 45% of the issued and outstanding 
securities of ADL. 
Management and Board of Directors of the Resulting Issuer 
Upon completion of the Qualifying Transaction, it is anticipated that the 
resulting issuer's Board of Directors will consist of Wayne Isaacs, Gerry 
Mendyk and James Paul with three additional independent board members to be 
named later. In addition, it is expected that the officers of the resulting 
issuer shall be James Paul (Chief Executive Officer & President) and Gerry 
Mendyk (Chief Financial Officer). 
Wayne Isaacs
Mr. Isaacs will be named Non Executive Chairman of the Board upon completion 
of the amalgamation. Mr. Isaacs has been active in senior management and board 
positions of publicly traded companies over the past 25 years. Mr. Isaacs 
has founded a number of public companies primarily in the resource exploration 
sector and has had extensive experience on Bay Street as a financial 
consultant in investment banking, corporate finance and public listings. In 
addition to his role with ADL, Mr. Isaacs is currently engaged in investment 
banking consulting and works with junior companies on matters of financing, 
mergers and acquisitions and public listings. 
Gerry Mendyk
Mr. Mendyk is currently a Director, Chief Executive Officer and Chief 
Financial Officer of ADL, and has over 30 years experience in the oil and gas 
industry, mostly in public companies. Mr. Mendyk has been with ADL for almost 
3 years and has been instrumental in arranging private financing and managing 
the financial affairs of ADL. Prior to ADL, Mr. Mendyk was CFO of a TSX.V 
listed oil and gas producer for two years. Prior to that, Mr. Mendyk was 
President of a private real estate development company for 5 years, after 
spending 20 years working in various financial capacities for a multi-billion 
dollar public energy service company. Mr. Mendyk will retain his roles of 
Director, CEO and CFO of the amalgamated Company. 
James Paul
Mr. Paul has been a Director and President of ADL for over 3 years. Mr. Paul 
was the initial visionary for the newly restructured ADL and chose the team to 
take it forward. He has been instrumental in the domestic and international 
incubation process, as well as managing the operations and redesigned business 
plan of ADL. Prior to ADL, Mr. Paul had spent many years on international 
business development, corporate financing and business restructuring. Mr. Paul 
has extensive experience with new technology exploitation, both domestically 
and internationally, with a special focus on environmentally conscious 
technologies, of which ADL's patented process is an industry leader. Mr. Paul 
is also active in water remediation technologies, some of which will be a good 
compliment to the ADL business. As the development for new applications is 
already well underway, Mr. Paul's focus going forward will be on technology 
acquisition and international development, once a seasoned oil-field service 
veteran is recruited to take over as President of ADL. 
Sponsorship of Qualifying Transaction 
Sponsorship of a qualifying transaction of a capital pool company is required 
by the Exchange unless exempt in accordance with the Exchange policies. The 
Corporation is currently reviewing the requirements for sponsorship and may 
apply for exemption from sponsorship requirements pursuant to the policies of 
the Exchange, however there is no assurance that the Corporation will 
ultimately obtain this exemption. 
Proforma Capital Structure 
As a condition to the completion of the Qualifying Transaction, ADL will 
complete a private placement (the "Private Placement") for minimum gross 
proceeds of $2,000,000 up to a maximum of $3,500,000. The Private Placement 
will be for common shares at a deemed price of $0.55 per share. 
The Corporation currently has 4,411,271 common shares issued and outstanding 
and 305,060 common shares reserved for issuance on the exercise of options. 
The shares and options will be consolidated on the basis of 4.58296 old shares 
for each 1 new share, resulting in 962,537 new shares and 66,564 new options 
prior to the amalgamation. ADL shareholders will be issued 11,917,550 
post-consolidation shares on a one-for-one basis. New investors will be issued 
6,363,636 post-consolidation shares assuming the maximum financing is 
achieved. There will also be share purchase warrants issued to investors in 
the new financing, on the basis of one-half warrant per common share 
purchased, exercisable based on one full warrant plus $0.75 per share will be 
entitled to 3,181,818 common shares. 
Following completion of the amalgamation, shareholders of the Corporation will 
hold equity interests equal to approximately 5% of the combined entity 
(assuming the maximum financing) with the remaining equity interests being 
held by shareholders of ADL and new investors participating in the Private 
The letter of intent will terminate (i) on the mutual consent of both the 
Corporation and ADL, (ii) if the Corporation is not satisfied with its due 
diligence review of ADL at 5:00 p.m. (Toronto time), on or before September 
23, 2013, (iii) if a Definitive Agreement is not executed on or before 5:00 
p.m. (Toronto time) on September 20, 2013. 
Sponsorship of a qualifying transaction of a capital pool company is required 
by the TSXV unless exempt in accordance with TSXV policies. The Corporation is 
currently reviewing the requirements for sponsorship and may apply for an 
exemption from the sponsorship requirements pursuant to the policies of the 
TSXV, however, there is no assurance that the Corporation will ultimately 
obtain this exemption. The Corporation intends to include any additional 
information regarding sponsorship in a subsequent press release. 
Further Information 
All information contained in this news release with respect to the Corporation 
and ADL was supplied by the parties respectively, for inclusion herein, and 
each party and its directors and officers have relied on the other party for 
any information concerning the other party. 
Completion of the transaction is subject to a number of conditions, including 
but not limited to, TSXV acceptance and, if applicable, pursuant to the 
requirements of the TSXV, majority of the minority shareholder approval. Where 
applicable, the transaction cannot close until the required shareholder 
approval is obtained. There can be no assurance that the transaction will be 
completed as proposed or at all. 
Investors are cautioned that, except as disclosed in the management 
information circular or filing statement 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. 
Trading in the securities of a capital pool company should be considered 
highly speculative. 
The TSX Venture Exchange Inc. has in no way passed upon the merits of the 
proposed transaction and has neither approved nor disapproved the contents of 
this press release. 
Cautionary Statements 
This news release contains "forward-looking statements" within the meaning of 
applicable securities laws relating to the proposal to complete the Qualifying 
Transaction and associated transactions, including statements regarding the 
terms and conditions of the Qualifying Transaction and associated 
transactions. Readers are cautioned not to place undue reliance on 
forward-looking statements. Actual results and developments may differ 
materially from those contemplated by these statements depending on, among 
other things, the risks that the parties will not proceed with the Qualifying 
Transaction and associated transactions, that the ultimate terms of the 
Qualifying Transaction and associated transactions will differ from those that 
currently are contemplated, and that the Qualifying Transaction and associated 
transactions will not be successfully completed for any reason (including the 
failure to obtain the required approvals or clearances from regulatory 
authorities). The statements in this news release are made as of the date of 
this release. The Corporation undertakes no obligation to comment on analyses, 
expectations or statements made by third parties in respect of the 
Corporation, ADL, or their respective financial or operating results or (as 
applicable), their securities.

SOURCE  71 Capital Corp. 
For further information regarding the Transaction, please contact: 
Eric Roblin, Director, 71 Capital Corp. 
Gerry Mendyk, Chief Executive Officer, ADL Oilfield Consulting Ltd. 
To view this news release in HTML formatting, please use the following URL: 
CO: 71 Capital Corp.
ST: Ontario
-0- Sep/05/2013 16:34 GMT
Press spacebar to pause and continue. Press esc to stop.