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Conyers advises Shenul Capital Inc. on the RTO of Underground Energy, Inc. – August 2011

Conyers acted as BVI special legal counsel to Shenul Capital Inc. (TSXV – SHE) (name changed to Underground Energy Corporation (TSXV – UGE)) (“Shenul”) on its continuation from British Columbia, Canada into the British Virgin Islands and its acquisition of Underground Energy, Inc. (Delaware)(“Underground”).

Shenul’s acquisition of Underground was completed by way of a merger of Shenul’s wholly owned subsidiary, Shenul Delaware, Inc., and Underground such that Underground continued as the surviving corporation and as a wholly owned subsidiary of Shenul. This merger constituted a reverse take-over pursuant to the rules of the TSX Venture Exchange.

Dennis Ryan and Fawaz Elmalki of Conyers’ Dubai office advised Shenul on the BVI aspects of the transaction, assisted on the continuation by Cora Miller and Andrew Swapp of Conyers’ BVI office. Dennis Ryan, who led the transaction, has extensive experience in oil and gas law and has been involved in numerous mergers and acquisitions.

Shenul was also assisted by Davis LLP (Calgary) and Hodgson Russ LLP (Toronto). Post-continuation, Conyers acted as special BVI counsel to Underground. Underground was also assisted by Burnet, Duckworth & Palmer LLP (Calgary) and Perkins Coie LLP (Seattle). McCarthy Tetrault LLP (Calgary) advised the Canadian agents.

Underground Energy Corporation (formerly Shenul) is an exploration and production company focussed on unlocking oil and gas from shale formations in North America and is listed with the TSX-Venture Exchange.


Cora S. Miller

Cayman Islands   +1 345 814 7786

Andrew Swapp
Corporate Manager

British Virgin Islands   +1 284 852 1141


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