PENFOLD CAPITAL ACQUISITION II CORPORATION AND PENFOLD CAPITAL ACQUISITION III CORPORATION ANNOUNCE COMPLETION OF AMALGAMATION
04 Outubro 2010 - 5:28PM
PR Newswire (Canada)
TORONTO, Oct. 4 /CNW/ -- TORONTO, Oct. 4 /CNW/ - Penfold Capital
Acquisition II Corporation (PAC.P:TSXV) ("Penfold II") and Penfold
Capital Acquisition III Corporation (PNF.P:TSXV) ("Penfold III")
are pleased to announce that on September 24, 2010 the shareholders
of each company approved the amalgamation (the "Amalgamation") of
Penfold II and Penfold III as detailed in the joint management
information circular of the Penfold II and Penfold III dated August
29, 2010 and available on SEDAR. The TSX Venture Exchange (the
"Exchange") has provided its final approval of the Amalgamation
which was effected on September 24, 2010 pursuant to the Canada
Business Corporations Act and in accordance with the policies of
the Exchange. The name of the corporation created by the
Amalgamation is Penfold Capital Acquisition III Corporation (the
"Resulting Issuer") which will commence trading on the Exchange on
October 6, 2010 under the symbol PNF.P. Upon completion of the
Amalgamation (i) each issued and outstanding share of Penfold II
was exchanged for one-half of one (0.5) share of the Resulting
Issuer, (ii) each issued and outstanding share of Penfold III was
exchanged for one (1) share of the Resulting Issuer, (iii) each
convertible security of Penfold II now entitles the holder thereof
to purchase one-half of one (0.5) share of the Resulting Issuer at
an exercise price equal to $0.40 per share, and each convertible
security of Penfold III now entitles the holder thereof to purchase
one (1) share of the Resulting Issuer at an exercise price equal to
the exercise price specified in the agreement governing such
convertible security, namely $0.20 per share. Accordingly, the
Resulting Issuer issued an aggregate of 1,750,000 shares to the
Penfold II shareholders and an aggregate of 5,000,000 shares to the
Penfold III shareholders. Following the completion of the
Amalgamation, 6,750,000 shares are outstanding and 975,000 are
reserved for issuance. Immediately following the completion of the
Amalgamation, the Penfold II shareholders collectively own 25.93%
of the issued and outstanding shares of the Resulting Issuer and
the Penfold III shareholders will collectively own the 74.07% of
the issued and outstanding shares of the Resulting Issuer. At the
closing of the Amalgamation 3,000,000 of the shares issued by the
Resulting Issuer are subject to escrow pursuant to the policies of
the Exchange. Detailed information about Penfold II, Penfold III
and the Resulting Issuer is disclosed in the joint information
circular of Penfold II and Penfold III which was distributed to
shareholders of Penfold II and Penfold III and was filed on SEDAR
on September 7, 2010. About the Resulting Issuer The Resulting
Issuer (Penfold Capital Acquisition III Corporation) is a capital
pool company under Policy 2.4 Capital Pool Companies of the
Exchange ("Policy 2.4"). Pursuant to Policy 2.4, the Resulting
Issuer is required to complete a Qualifying Transaction by October
6, 2011. The Resulting Issuer is part of the Penfold Capital group
of companies. Penfold Capital is a private merchant bank. For more
information see www.penfoldcapital.com. The information in this
news release includes certain information and statements about
management's view of future events, expectations, plans and
prospects that constitute forward looking statements. These
statements are based upon assumptions that are subject to
significant risks and uncertainties. Because of these risks and
uncertainties and as a result of a variety of factors, the actual
results, expectations, achievements or performance may differ
materially from those anticipated and indicated by these forward
looking statements. Although the Resulting Issuer believes that the
expectations reflected in forward looking statements are
reasonable, it can give no assurances that the expectations of any
forward looking statements will prove to be correct. Except as
required by law, the Resulting Issuer disclaims any intention and
assume no obligation to update or revise any forward looking
statements to reflect actual results, whether as a result of new
information, future events, changes in assumptions, changes in
factors affecting such forward looking statements or otherwise.
Neither 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. Penfold Capital Corporation, Gary Clifford - Managing
Director, Phone: (416) 418-9802; Salil Munjal - Managing Director,
Phone: (416) 722-2227
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