Robinson Energy Limited and Cobra Venture Corporation Enter into Definitive Agreement for Reverse Take Over Transaction

Executive Summary

• Cobra Venture Corp. and Robinson Energy Ltd. have entered into a definitive agreement to complete a reverse‑takeover, whereby Cobra will be renamed Robinson Energy Limited and become the surviving entity.
• Upon closing, former Robinson shareholders will receive 1.7947 shares of the resulting issuer per Robinson share (≈ 14.8 M shares), representing ~89 % of post‑transaction equity; existing Cobra shareholders will hold ~11 %.
• The transaction includes a $500,000 bridge loan to Robinson, consolidation of Cobra shares (10‑for‑1), acceleration of Cobra option exercises, and the issuance of up to 1.13 M share purchase options to insiders.

Key Details

• Agreement Date: March 17 2026
• Structure: Amalgamation of Robinson Energy Ltd. with a wholly‑owned subsidiary of Cobra (Cobra Subco) into “Robinson Energy Canada Ltd.”, which will become a wholly‑owned subsidiary of the renamed Cobra (to be “Robinson Energy Limited”).
• Share Exchange Ratio: 1.7947 Resulting Issuer Shares per Robinson Share at a deemed price of $2.00 per share.
• Resulting Ownership: ~14,796,885 shares to former Robinson shareholders (~89 %); ~1,820,875 shares to former Cobra shareholders (~11 %). Fully diluted post‑closing total ≈ 17,748,061 shares after issuance of up to 1,130,301 insider options.
• Cobra Share Consolidation: 10 pre‑consolidated Cobra Shares → 1 post‑consolidation share; expected ~1,820,875 consolidated Cobra Shares outstanding prior to closing.
• Bridge Loan: $500,000 at 7 % annual interest, secured by all Robinson assets; payable the earlier of one year after advance or five days after termination of the Agreement; subject to TSXV approval.
• Shareholder Meetings: Scheduled for May 7 2026 (both companies) to approve the transaction and related matters.
• Regulatory Conditions: Transaction pending shareholder approvals, TSXV sponsorship exemption, and other customary conditions; trading in Cobra Shares is halted until completion.
• Management & Board Post‑Closing:
• J. Cameron Bailey – President & CEO (Board Chair)
• Neil Bothwell – CFO
• Directors: Randolf M. Charron, John King P. Eng, R. Bradley Hurtubise, Pradeep Bhatnagar (VP Exploration), Jack Schroder (Corporate Secretary)
• Consulting Agreement: Kennedy Hill Financial Group to provide management consulting services at $10,000 / month for 12 months post‑closing.
• Resource Disclosure: Sproule ERCE’s competent‑person report estimates PRL 62 contingent resources of 1.13 Tcf (2C) natural gas and ~9 MMbbl condensate (risked mean). Resources are “development unclarified” and not yet commercially recoverable.
• Information Circular: To be filed with SEDAR+ containing detailed transaction terms; investors cautioned that forward‑looking statements involve material risks.

Notable Quotes

(No direct CEO quotes were provided in the release.)