Sagittarius Capital Corporation Announces Details of Qualifying Transaction With Diversified Energy and Resource

* Reuters is not responsible for the content in this press release.

Thu Apr 17, 2008 6:32pm EDT

  TORONTO, ONTARIO, Apr 17 (MARKET WIRE) -- 
 Sagittarius Capital Corporation (TSX VENTURE: SCX.P) ("Sagittarius" or
the "Company"), a capital pool company, is pleased to announce that it
has entered into an arm's length binding letter agreement (the
"Agreement") dated April 16, 2008 with Diversified Energy and Resource
Corporation ("DEAR"), pursuant to which Sagittarius will, subject to a
number of conditions, acquire all of the issued and outstanding
securities of DEAR. The transaction will constitute the Company's
qualifying transaction (the "Qualifying Transaction") under the policies
of the TSX Venture Exchange (the "Exchange"). A detailed press release,
setting forth the matters as required under Section 12 of Policy 2.4 of
the Exchange will follow in due course.

    Under the terms of the Agreement, Sagittarius has agreed to form a new
corporation ("Newco") for the purpose of amalgamating with DEAR. Newco
will be a wholly-owned, Ontario-based subsidiary of the Company. As of
the date of this press release, DEAR has 251,889,371 common shares issued
and outstanding. It is contemplated in the Agreement that immediately
prior to the completion of the Qualifying Transaction, DEAR will have up
to 337,549,706 common shares issued and outstanding; the further issuance
by DEAR of approximately 86,000,000 common shares which may be required
by DEAR for future financings and investments. As consideration for the
amalgamation of DEAR and Newco, holders of the 337,549,706 issued and
outstanding common shares in the capital of DEAR ("DEAR Shares") will be
entitled to receive, in the aggregate, 135,019,882 common shares of the
Company ("Sagittarius Shares") so as to reflect an approximately $27.6
million valuation for DEAR. The foregoing Sagittarius Shares will be
issued at an ascribed price of $0.25 per Sagittarius Share, representing
a 25% premium above the initial public offering price of Sagittarius
Shares.

    The closing of the Qualifying Transaction with DEAR is subject to a
number of conditions, including, but not limited to the following:

    1. completion or waiver of sponsorship;

    2. receipt of all required regulatory approvals, including the approval
of the Exchange;

    3. completion of all due diligence reviews;

    4. receipt of all director and shareholder approvals, as may be required
under applicable laws or regulatory policies; and

    5. execution of a formal amalgamation agreement.

    Upon execution of the Agreement and in accordance with Exchange policy,
Sagittarius provided DEAR with a refundable payment of $25,000. The
$25,000 refundable payment (the "Deposit") will become non-refundable
upon confirmation or waiver by Sagittarius of the due diligence
conditions set forth in the Agreement, provided, however, that DEAR will
be obliged to repay the Deposit to Sagittarius if the Agreement is
terminated by DEAR or is terminated by Sagittarius as a result of any
material default thereunder on the part of DEAR or if a formal
amalgamation agreement is not entered into on or before June 30, 2008.

    Sponsorship of a qualifying transaction of a capital pool company is
required by the Exchange unless exempt in accordance with Exchange
policies. Sagittarius and DEAR intend to retain a qualified entity as
soon as is reasonably practicable following the date hereof to act as
sponsor of the Qualifying Transaction in accordance with Policy 2.2 of
the Exchange.

    A filing statement in respect of the proposed Qualifying Transaction will
be prepared and filed in accordance with Policy 2.4 of the Exchange on
SEDAR at www.sedar.com no less than seven business days prior to the
closing of the Qualifying Transaction. A press release will be issued
once the filing statement has been filed.

    About Diversified Energy and Resource Corporation

    DEAR is an investment company and merchant bank whose investment
activities focus on the natural resource sector, with an emphasis on
undervalued energy, mineral exploration and environmental companies that
demonstrate high growth potential.

    DEAR is led by a management team with international experience across the
mining and oil and gas industries, focused on identifying companies with
strong asset bases, which are either not fully valued by the market or
which have not yet reached the market. By combining the talents and
insights of internationally experienced geologists, investment management
professionals and financial and legal experts, the management of DEAR
believes that it possesses a unique talent pool from which it can
recognize and evaluate attractive assets and investment opportunities.

    The corporate objective of DEAR is to build a strategic and diversified
portfolio of equity investments in a global mix of small and medium
capitalization oil & gas, mineral exploration, and renewable energy
companies. The portfolio consists of both publicly traded and private
companies that have demonstrated high growth potential either through the
expansion or development of core assets or through consolidation within a
particular commodity or geographic region.

    When evaluating potential investment opportunities, DEAR looks for
companies that demonstrate the following characteristics:

    - A strong and experienced management team

    - Undervalued assets

    - Assets that exhibit tremendous growth or development potential

    - Opportunities for consolidation

    ATPK

    Among its current investments DEAR has acquired a 20% interest in PT ATPK
Resources ("ATPK"), an Indonesia based coal exploration and development
company. ATPK currently holds more than 76 million tons of measured and
indicated resources of coal in five projects, all of which are located in
Indonesia.

    One of the ATPK's two main projects, the Labanan coal project in East
Kalimantan, Indonesia, has a total measured resource of 14.17 million
tons of coal and an indicated resource of 10.3 million tons. Of this
resource, 8.92 million tons of the measured resource and 4.7 million tons
of indicated resource are contained in two main seams which exhibit good
thickness for mining and low sulphur content of between 0.1% and 0.3%.
The resource estimates reported herein are taken from a JORC compliant
report on the project prepared by SRK Consulting in September, 2006. DEAR
believes ATPK is currently undervalued relative to its reserves and stage
of development and believes there is potential for capital appreciation
as the company brings further resources into the probable reserve
category through further exploration.

    Dayen

    DEAR has recently completed the acquisition of a 4% stake in Dayen
Environmental Ltd. ("Dayen"), a publicly traded Singapore based
environmental services company whose common shares trade on the Singapore
Stock Exchange. Dayen is a single-source provider of engineering, field
construction, project management, operations and maintenance services to
municipal, industrial and commercial customers.

    Specifically, Dayen designs and builds water treatment system packages
for municipal and industrial customers. They also undertake turnkey
projects in the form of Engineer, Procure & Construct ("EPC"). In
addition, Dayen manufactures and trades environmental equipments for
their customers. Finally, they invest in water treatment facilities under
various schemes such as Design, Build, Own & Operate ("DBOO"), Build,
Own, Operate and Transfer ("BOOT"), and Transfer Operate Transfer ("TOT").

    Other Investments

    DEAR has also recently completed investments in several privately held
gold exploration companies. In particular, DEAR has acquired a minority
stake in a Colombian gold exploration company as well as a United States
focused exploration company currently consolidating past producing gold
properties with significant exploration potential. The management of DEAR
believes these opportunities exhibit positive risk-reward characteristics
given the current investment climate for gold and mineral exploration
companies.

    Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance. 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 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.


 
 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.

Contacts:
Sagittarius Capital Corporation
Robin Sundstrom
Chief Executive Officer
(416) 368-8770

Copyright 2008, Market Wire, All rights reserved.

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