Feb. 16, 2018
Mr. Jeffrey Cocks reports
February 16, 2018 – Smooth Rock Ventures Corp. (“Smooth Rock” or the “Company”) (TSX.V SOCK) announces it has entered into an assignment agreement (the “Assignment Agreement”) with Texas General Oil & Gas, LP (“Texas Oil”) that cancels an existing escrow agreement (the“ Escrow Agreement”) and assigns all of the Company’s beneficial rights and claims relating to a Farm In Agreement, which incorporated a joint operating agreement (the “Farm-In Agreement”) between the Company and Anderson County Land Company, Inc. (“ACLC”) dated February 6, 2013, on the Days Chapel EOR Project, located in Anderson County, East Texas to Texas Oil (the “Days Chapel Project”).
As a result of the Escrow Agreement being cancelled, Texas Oil will forfeit its rights to the remaining escrowed common shares being 6,953,032 (27,812,128 pre-consolidation) common shares and 100 Preferred Shares (the “Escrowed Shares”), in exchange for the release of the US$2,000,000 from escrow to Texas Oil. The Escrowed Shares will be cancelled and returned to treasury, such that the Company’s issued and outstanding shares will be reduced by 6,953,032 common shares.
Pursuant to the Assignment Agreement, the Company will assign all its beneficial rights and claims (the “Rights”) with regards to its interests in the Days Chapel Project, including, the Company’s current and ongoing civil claims with ACLC in the Supreme Court of British Columbia Canada (the “ACLC Litigation”) to Texas Oil.
The ACLC Litigation relates to a Civil and Civil Counter Claim in the Supreme Court of British Columbia Canada, regarding the Farm In Agreement. The Company also filed a Petition against ACLC and three of its principals in the District Court of Anderson County, Texas.
In exchange for assigning the Rights to Texas Oil, Texas Oil will incur all costs of the ACLC Litigation (the “Litigation Costs”) from the date of the Assignment Agreement and will: (a) pay the Company 50% of any cash from the ACLC Litigation, in excess of the Litigation Costs, which Texas Oil will first be reimbursed for; and (b) assign the Company 50% of any leases minerals, or other interests acquired from the ACLC Litigation which Texas Oil will purchase, lease or sublease such for their then prevailing market price in the area as represented by recent transactions.
The Company received TSX Venture Exchange approval of the Assignment Agreement.
ON BEHALF OF THE BOARD
FOR FURTHER INFORMATION PLEASE CONTACT: Smooth Rock Ventures Corp.
(TEL)- (888) 909-5548, (FAX)-(888) 909-1033
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.