SPV.P Spvc Capital (Tier2)

Pro-Trans Ventures Inc. ("Pro-Trans") and SPVC Capital Corporation ("SPVC") (TSX
VENTURE:SPV.P) are pleased to announce that SPVC intends to purchase up to
1,900,000 common shares in the capital of Pro-Trans (the "Common Shares") at
$0.15 per Common Share for total proceeds of up to $285,000 representing
substantially all of SPVC's assets. Pro-Trans announces its intention to acquire
through a wholly owned subsidiary (the "Subsidiary"), comprised in the first
part of the acquisition of a total of ten highway tractors, used in the
transportation of semi-trailers (the "Units"), for an aggregate purchase price
of $1,200,000 and to lease the Units (the "Acquisition") to a commercial
trucking company. Pro-Trans is a capital pool company and intends for the
Acquisition to constitute the "Qualifying Transaction" of the Corporation as
such term is defined in the policies of the TSX Venture Exchange (the
"Exchange").


Private Placement 

Pro-Trans and SPVC have entered into a letter of intent dated May 28, 2010 with
respect to a proposed non-brokered private placement, pursuant to which SPVC
will purchase up to 1,900,000 Common Shares of Pro-Trans at $0.15 per Common
Share for total proceeds of up to $285,000 (the "Private Placement"). The
consideration paid by SPVC will be all or substantially all of the remaining
assets of SPVC. Pro-Trans and SPVC intend for the Private Placement and
subsequent Acquisition to constitute a "Combination", as such term is defined in
the policies of the Exchange. The primary purpose of the Private Placement is to
aggregate capital so that the shareholders of SPVC will become shareholders of
Pro-Trans and to increase the working capital of Pro-Trans. The terms of the
Private Placement have been negotiated at arm's length.


It is intended that following completion of the Private Placement the Class "A"
shares of SPVC (the "SPVC Shares") will be delisted from the Exchange and SPVC
will be dissolved (the "Dissolution"). The Pro-Trans shares held by SPVC will be
distributed to its shareholders pro rata to their respective percentage of
shares of SPVC in connection with the Dissolution. The Private Placement and the
Dissolution are both subject to the approval of the shareholders of SPVC. SPVC
has called a special meeting of its shareholders, to be held on June 30, 2010,
to obtain such approval.


Purchase of Units and Lease Transaction 

Pro-Trans intends to purchase, on industry standard terms and conditions through
the Subsidiary, a fleet of ten highway tractors for transporting semi-trailers,
(previously defined as the Units) for a purchase price of $120,000 per Unit or
$1,200,000 in the aggregate. Funding for approximately 50% of the Acquisition
price will come from the existing working capital of Pro-Trans. The remaining
funding for the Acquisition, being approximately $605,000, will be provided
through a revolving line of credit with the Pro-Trans' and the Subsidiary's
bank. The terms of this line of credit provide a maximum allowable draw of
$625,000 with repayments scheduled over 48 months. Interest is payable monthly
at prime plus 2.25% per annum. The Units will be pledged as collateral security
for this operating line of credit facility.


Upon completion of the Acquisition, the Subsidiary will enter into lease
agreements for all of the Units with the Yanke Group a large Canadian
transportation company. The lease agreements will contain terms and conditions
between the parties that are customary for transactions of a similar nature. The
lease agreements are currently an initial lease term of 4 years.


Pro-Trans is a capital pool company and intends for the Acquisition to
constitute its "Qualifying Transaction" as such term is defined in the policies
of the Exchange. Upon completion of the Acquisition, it is expected that
Pro-Trans will be a Tier 2 issuer in the Diversified Industries sector of the
Exchange.


Board of Directors and Officers the Resulting Issuer 

It is intended that the board of directors and the officers of the Corporation
will remain the same upon completion of Pro-Trans' Qualifying Transaction The
directors will continue to be Donald Black, David Criddle, Douglas Davis,
Betty-Ann Heggie, Russel Marcoux and Melinda Park, and the officers will
continue to be Russel Marcoux, Chief Executive Officer, David Criddle, Chief
Financial Officer and Melinda Park, Corporate Secretary. The following is a
brief description of the background and experience of the board of directors and
officers of Pro-Trans.


Russel Marcoux - Mr. Marcoux is a founder, the major shareholder and the Chief
Executive Officer of the Yanke Group of Companies - an international
transportation enterprise comprised of Yanke Expedited Services, International
Van Division, Multi-modal Division, Logistics Group, Container Port of Saskatoon
Ltd. and Aero Delivery Ltd.


David Criddle - Mr. Criddle's career in public accounting spanned 12 years from
graduation from university until he resigned from his partnership with Clarkson
Gordon (now Ernst & Young) in 1986. Upon leaving public practice he established
SYNERGOS Capital Management Incorporated. Through SYNERGOS, he has been involved
in a variety of projects and businesses in senior management and consulting
positions relating to senior executive management, strategic management,
corporate financial planning and management, corporate governance and general
business management for a number of clients, including 15 years as CEO of an
advanced networking and communications technology business that he led to become
publicly traded on the Exchange in 1999. David continues to provide professional
management services to clients through SYNERGOS.


Betty-Ann Heggie - Ms. Heggie retired in 2007 from a 26 year career with Potash
Corporation of Saskatchewan, one of the world's largest producers of
fertilizers. She joined PotashCorp in 1981 and became a member of the senior
management team in 1989. In 1995 she was named Senior Vice President, Corporate
Relations and an Officer of the company. While in this position, Betty-Ann was
named Canada's Best Investor Relations Officer at the IR Magazine Awards in
2005, as selected by analysts and portfolio managers. During her tenure as the
Senior Vice President of Corporate Relations, PotashCorp's corporate reporting
program received the Award of Excellence from the Canadian Institute of
Chartered Accountants in three consecutive years (2004-2006), as well as top
CICA honours in sustainability reporting, electronic disclosure and financial
reporting during the same period.


Melinda Park - Ms. Park has been practising law in the province of Alberta since
1992 and has been an associate and subsequently a partner with the law firm of
Borden Ladner Gervais LLP (and its predecessor) since 1993. Ms Park received her
Bachelor of Laws from the University of Toronto in 1991 concurrently with her
Bachelor of Commerce from the University of Saskatchewan in 1991. She is
currently a director and/or officer of other public companies.


Donald Black - Mr. Black began his extensive business career in the financial
services industry, with Houston Willoughby (now part of RBC Dominion Securities)
in 1966, where he become President at the age of 32. Four years later he moved
to the Public Sector, where he was CEO of Saskatchewan Government Insurance for
three years. In 1985, Don returned to the Private Sector to become Chief
Executive Officer of Pioneer Life Assurance Company. When Pioneer Life was
purchased in 1990, Don acquired an automobile dealership, which he subsequently
sold in 1992. He returned to the financial services business in 1992, to become
Chief Executive Officer of Greystone Capital, the position he held until June
2006. Mr. Black is currently Executive Chair of Greystone Capital, an
institution investment counselling firm.


Doug Davis - Mr. Davis is a graduate of the Honours Bachelor of Commerce program
at the University of Windsor (1983). He has completed several executive training
courses including Quantum Shift at the Ivey Business School (2004) and an
Executive Management Program at the University of Michigan (2003). He began his
business career at Ernst & Young (formerly Clarkson Gordon) in 1984 where he
spent almost 14 years in public practice. Mr. Davis received his Chartered
Accountant designation in 1987, became a manager in 1989 and was a principal
with the firm for his last 3 years. He assisted his clients with a number of
business initiatives including acquisitions/divestitures, strategic planning and
general year-end compliance. After assisting a client with strategic planning in
1997, Mr. Davis joined this company, Pollock NationaLease, as a Vice President
to lead the implementation of the strategic plan. He became President & CEO of
the Pollock group of companies in 2000 (including Pollock NationaLease, Partner
Dedicated Services and Pollock Logistics), where he grew the truck rental,
leasing and dedicated operations from 150 employees to over 400 employees and
more than 2000 pieces of transportation equipment. This growth included a $90
million acquisition of a competitor in 2001, which broadened the company's
operating footprint significantly. In 2007, Doug assisted to successfully market
the company and to close the sale to Ryder Truck Leasing in October 2007.


Mr. Davis is currently on the boards of F.R. Insurance, an offshore captive
insurance group, Community Futures Development Corp. (Treasurer) and the
Memorial Boys & Girls Club of London. Since 2001, Doug is also a former member
of the board of the Ontario Trucking Association Allied Trade Division (Vice
Chair) and a former member of the Mississauga Chapter of T.E.C. Canada, a
CEO-based business meeting group designed to improve the direction of the
businesses of the 20 members involved.


Sponsor 

Sponsorship of a qualifying transaction of a Capital Pool Company is required by
the Exchange unless exempt in accordance with Exchange policies. Pro-Trans is
currently reviewing the Exchange requirements for a sponsorship and intends to
comply with the policies of the Exchange after discussions with the Exchange
regarding sponsorship, although, it is anticipated that Pro-Trans will be
eligible for the applicable exemptions related to sponsorship.


The Common Shares are currently listed for trading on the Exchange. In
accordance with Exchange policy, however, the Common Shares are currently
suspended from trading for failure to complete a Qualifying Transaction with the
prescribed time in accordance with Exchange policy. The Common Shares will
remain suspended for a period of 90 days or until Pro-Trans has received a final
Exchange bulletin relating to the completion of its Qualifying Transaction.


The SPVC Shares are currently listed for trading on the Exchange. In accordance
with Exchange policy, however, the SPVC Shares are currently suspended from
trading for failure to complete a Qualifying Transaction with the prescribed
time in accordance with Exchange policy.


Cautionary Statements

Certain statements contained in this release constitute forward-looking
information. These statements relate to future events or future performance. The
use of any of the words "could", "intend", "expect", "believe", "will",
"projected", "estimated" and similar expressions and statements relating to
matters that are not historical facts are intended to identify forward-looking
information and are based on the Companies' current belief or assumptions as to
the outcome and timing of such future events. Actual future results may differ
materially. In particular, this release contains forward-looking information
relating to: the intention of SPVC and Pro-Trans to enter into a definitive
agreement regarding the Private Placement and the completion of the Acquisition
and the related transactions, including the terms of the revolving line of
credit, the terms of the lease agreements and the board and officer composition
of Pro-Trans following the Qualifying Transaction. Various assumptions or
factors are typically applied in drawing conclusions or making the forecasts or
projections set out in forward-looking information. Those assumptions and
factors are based on information currently available to Pro-Trans and SPVC. The
material factors and assumptions include: the Pro-Trans and SPVC being able to
obtain the necessary director, shareholder and regulatory approvals; Exchange
policies not changing, the terms of the definitive agreement between Pro-Trans
and SPVC remaining favorable to both Pro-Trans and SPVC and the revolving line
of credit and lease agreements remaining such that the Acquisition is in the
best interests of Pro-Trans. Risk Factors that could cause actual results or
outcomes to differ materially from the results expressed or implied by
forward-looking information include, among other things: conditions imposed by
the Exchange, the failure to obtain directors' and shareholders' approval to the
Private Placement or the Acquisition; general economic and business conditions;
and changes in the regulatory regulation. Pro-Trans and SPVC caution the reader
that the above list of risk factors is not exhaustive. The forward-looking
information contained in this release is made as of the date hereof and
Pro-Trans and SPVC are not obligated to update or revise any forward-looking
information, whether as a result of new information, future events or otherwise,
except as required by applicable securities laws. Because of the risks,
uncertainties and assumptions contained herein, investors should not place undue
reliance on forward-looking information. The foregoing statements expressly
qualify any forward-looking information contained herein.


Completion of the transaction is subject to a number of conditions, including
but not limited to, Exchange acceptance and if applicable pursuant to Exchange
Requirements, 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 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.

Spvc Capital (Tier2) (TSXV:SPV.P)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024

Spvc Capital (Tier2) (TSXV:SPV.P)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024