PNF.P Penfold Cap Acquisition Iii Cp

FOR RELEASE IN CANADA ONLY (NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES)


Penfold Capital Acquisition III Corporation ("Penfold") (TSX VENTURE:PNF.P), a
capital pool company, and Phonetime Inc. ("Phonetime") (TSX:PHD) are pleased to
announce the completion of the previously announced Private Placement to Penfold
of 10 million Units of Phonetime, subject to receipt of final approval from the
TSX Venture Exchange Inc. (the "Exchange") and the Toronto Stock Exchange. The
Private Placement transaction constitutes Penfold's qualifying transaction (the
"Qualifying Transaction") for purposes of Policy 2.4 of the Exchange. Pursuant
to the Qualifying Transaction, Penfold acquired the 10 million Phonetime Units
issued by way of Private Placement in consideration for all of its available
cash reserves after payment of expenses related to the Qualifying Transaction,
consisting of $700,000. Each Phonetime Unit is comprised of one common share of
Phonetime (each, a "Phonetime Common Share") and 0.4 warrants (each, a
"Phonetime Warrant"). Each whole Phonetime Warrant entitles the holder thereof
to purchase one Phonetime Common Share at a price of $0.07 for a period of 12
months from the date of issuance of such Phonetime Warrants. 


The Qualifying Transaction remains subject to Penfold filing final documentation
with the Exchange.


The approval of a majority of the minority of Penfold shareholders for the
Qualifying Transaction was obtained at special meeting of shareholders of
Penfold held on December 15, 2010. In connection with the approval of the
Qualifying Transaction, the shareholders of Penfold also approved the reduction
of stated capital and return of capital by Penfold ratably among the
shareholders according to their rights and interest in Penfold and the voluntary
dissolution of Penfold.


Forthwith following the completion of the private placement investment into
Phonetime, Penfold shall distribute all of the securities underlying the units
of Phonetime purchased in the private placement to the shareholders of Penfold
of record as of November 15, 2010. As a result, each shareholder of record will
receive from Phonetime's transfer agent approximately 1.48 Phonetime Common
Shares and approximately 0.6 Phonetime Warrant for each common share of Penfold
held by them. Each whole Phonetime Warrant entitles the holder thereof to
purchase one additional Phonetime Common Share at a price of $0.07 for a period
of 12 months following the closing. All such securities of Phonetime are subject
to a four-month hold period.


The common shares of Penfold will remain halted pending final Exchange approval
of the Qualifying Transaction and the issuance by the Exchange of a Final
Exchange Bulletin. Upon final approval, Penfold will be delisted and dissolved
and all outstanding equity rights in Penfold will be cancelled. Any securities
of Phonetime distributed to shareholders of Penfold whose securities of Penfold
have been held in escrow will also be held in escrow under the same terms and
conditions as such securities of Penfold.


Additional details regarding the Qualifying Transaction, return of capital to
the shareholders and the dissolution are available in the management information
circular of Penfold dated November 18, 2010, which has been filed with the
Exchange and is available on SEDAR at www.sedar.com.


Cautionary Note Regarding Forward-looking Statements

This news release contains forward-looking statements that involve risks and
uncertainties that could cause the results of Penfold to differ materially from
management's current expectations. Actual results may differ materially due to a
number of factors including, among others: the sale and issuance of additional
Phonetime units in the private placement, the timing of the return of capital to
the shareholders and the dissolution of Penfold. The matters discussed in this
news release also involve risks and uncertainties described in Penfold's
documents filed from time to time with the Canadian securities regulatory
authorities. Penfold assumes no obligation to update the forward-looking
information contained in this new release.

Penfold Cap Acquisition Iii Cp (TSXV:PNF.P)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024

Penfold Cap Acquisition Iii Cp (TSXV:PNF.P)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024