Sponsorship and Private Placement
Concurrently with closing, the parties will complete a private placement of a minimum of $500,000 and a maximum of $1.5-million into the resulting issuer. Further details regarding the Private Placement will be provided in a subsequent press release.
Additional details on the transaction will be announced in a subsequent news release once the definitive agreement has been executed, pursuant to the requirements set forth in Section 12.2 of TSX-V Policy 2.4. Trading in Pepcap's common shares on the TSX-V is halted and will remain halted until the transaction has been completed or the letter agreement is terminated.
ON BEHALF OF THE BOARD OF DIRECTORS:
Clark Swanson, President, Chief Executive Officer and Director
This press release contains forward-looking information. More particularly, this press release contains statements concerning the prospective Qualifying Transaction of the Company. The information about JMC Corporation Ltd HK and the Properties contained in the press release has not been independently verified by the Company. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct.
Forward looking information involves known and unknown risks, uncertainties, assumptions (including, but not limited to, assumptions on the performance and financial results of the Properties and completion of the financing) and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The terms and conditions of the prospective Qualifying Transaction may change based on the Company's due diligence on JMC Corporation Ltd HK and the Properties, the entering into a Definitive Agreement for the Qualifying Transaction, regulatory and third party comments, consents and approvals and the ability to meet the conditions of the required timeframes. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Completion of the Qualifying 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 Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Investors are cautioned that, except as disclosed in the management information circular, filing statement or other continuous disclosure document to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
Neither the 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 press release.
Pepcap Ventures Inc.
President, Chief Executive Officer and Director
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