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Penfold Capital Acquisition IV Corporation Announces TSXV Conditional Approval and Filing of Filing Statement for its Qualifying Transaction

Apr 26 2013 12:00AM

Marketwire

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TORONTO, ONTARIO -- (Marketwired) -- 04/26/13 -- Penfold Capital Acquisition IV Corporation ("Penfold") (TSX VENTURE: PLD.P), a capital pool company of the TSX Venture Exchange ("TSXV"), is pleased to announce that it has received conditional approval from the TSXV for the closing of its Qualifying Transaction, as defined under TSXV Policy 2.4 - Capital Pool Companies (the "CPC Policy"), and Penfold has filed its filing statement in connection with its Qualifying Transaction (the "Filing Statement").

Pursuant to a share exchange agreement dated July 3, 2012 (the "Share Exchange Agreement") with SLM Logistics Corporation ("SLM") Penfold has agreed to acquire all of the issued and outstanding SLM common shares ("SLM Shares") in exchange for the issuance of an aggregate of 33,474,745 Penfold common shares ("Penfold Shares"), of which 29,511,945 Penfold Shares will be subject to the terms and conditions of a TSXV surplus security escrow agreement. Immediately, after the closing SLM will be a direct, wholly-owned subsidiary of the resulting issuer and the holders of the SLM Shares will collectively exercise control over the resulting issuer.

Completion of the Qualifying Transaction is subject to fulfilling all conditions of the TSX-V, including but not limited to a concurrent non-brokered private placement of 2,278,636 units of SLM for gross proceeds of $250,650. Each unit will be offered at a price of $0.11 per unit and will consist of one SLM Share and one-half of one common share purchase warrant. Each whole warrant may be exercised for a period of 24 months from the date of completion of the Qualifying Transaction at an exercise price of $0.15 per share.

Assuming all conditions for closing are satisfied, Penfold expects to close the Qualifying Transaction on or about May 8, 2013. Upon completion of the proposed Qualifying Transaction, Penfold is expected to meet all of the minimum listing requirements for a Tier II Issuer pursuant to the policies of the TSXV. The Filing Statement is available under Penfold's profile on SEDAR at www.sedar.com. Following completion of the Qualifying Transaction, the business of the Resulting Issuer will be to manage consumer and retail store returns, defective and problematic electronics to product end of life management.

About SLM:

SLM was incorporated in Ontario in 2004 and is dedicated to managing consumer and retail store returns and defective and problematic electronics to product end of life management. SLM provides accountable management of returns from receiving to end of life with quality assurance testing, factory servicing of returns, resale of returns through non traditional channels and recycling of non saleable product to support a closed-loop, first-tier distribution process. SLM is unique in that it is able to fully recycle the non saleable returns it receives, thereby allowing customers' return processes to have a very low environmental impact. SLM has had an independent Waste Audit Report completed which shows SLM is able to achieve a waste diversion rate of 98.61%. This means that companies working with SLM's processes are able to divert 98.61% of their product from landfill sites. SLM is currently working on rolling out this product offering to a number of retailers to allow them to better capture the environmentally conscious consumer. SLM currently operates only in Ontario.

About Penfold

Penfold Capital is a private holding company. Penfold invests in public and private assets operating in telecommunications, clean technology, real estate and financing services. Penfold works with private and public companies, developing and implementing succession planning and completing strategic reviews. Penfold Capital Acquisition IV Corp. is a CPC company founded by Penfold Capital.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, final TSXV acceptance. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in Filing Statement filed in connection with the Qualifying 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.

This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the completion of the Qualifying Transaction. Although Penfold believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.

Forward-looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. Penfold cautions investors that any forward-looking information provided by Penfold is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: Penfold's ability to complete the Qualifying Transaction; the state of the financial markets for Penfold's securities; the state of the resulting issuer's industry in the event the Qualifying Transaction is completed; recent market volatility; Penfold's ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that Penfold is unaware of at this time. The reader is referred to Penfold's Filing Statement and initial public offering Prospectus for a more complete discussion of applicable risk factors and their potential effects, copies of which may be accessed through Penfold's page on SEDAR at www.sedar.com.

The TSXV has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.



Contacts:
SLM:
Paul Haber
(416) 318-6501
phaber@blackbirchcap.com

Penfold:
Gary Clifford
Director, President and CEO
gclifford@penfoldcapital.com





Source: Marketwire


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