Vancouver, British Columbia--(October 18, 2011) - Pembroke Capital Corp. ("Pembroke" or the "Company") (TSXV: PBK.P), a capital pool company, today provided a further update on its previously announced proposed acquisition of all of the issued and outstanding shares of Minfocus International Inc. ("Minfocus") which proposed transaction (the "Proposed Transaction") is intended to constitute the Company's "qualifying transaction" under the policies of the TSX Venture Exchange (the "TSX-V"). The Proposed Transaction remains subject to the approval of the TSX-V.
Concurrently with the Proposed Transaction, the Company intends to complete a non-brokered private placement (the "Private Placement") of units ("Units") and common shares issued on a flow-through basis pursuant to the Income Tax Act (Canada) ("FT Shares") at a price of $0.35 per Unit and $0.40 per FT Share for minimum gross proceeds of $2,000,000 and maximum gross proceeds of $3,000,000. Up to a maximum of $500,000 of the gross proceeds of the Private Placement will be comprised of FT Shares.
Each Unit will consist of one common share (a "Share") of the Company and one half of one share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will be exercisable to acquire one Share at a price of $0.45 per Share for a period of 18 months from the closing date of the Private Placement and will be subject to an acceleration provision (the "Acceleration Provision"). Pursuant to such Acceleration Provision, in the event that the closing price of the Shares on the TSX-V is $0.60 or higher for a period of 20 consecutive trading days, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and the Warrants will thereafter expire on the date that is thirty days after the after the date of the notice to the Holders. The FT Shares will be sold separate from the Units and without any Warrants.
Proceeds from the Private Placement will be used to fund exploration work on the mineral properties in which Minfocus holds an interest including, the Nipigon Reefs Property and the Weese-Luella Lake Property, and for general working capital purposes. All of the securities issued pursuant to the Private Placement will be subject to a four month hold period from the date of issue. In connection with the Private Placement and subject to TSX-V approval, the Company may pay finder's fees in cash or securities to eligible finders in accordance with the policies of the TSX-V.
Completion of the Proposed Transaction and the Private Placement is subject to a number of conditions, including but not limited to, TSX-V Approval. The Company has made its initial filing with the TSX-V for review and approval of the Proposed Transaction and will continue to provide further details in respect of the Proposed Transaction, as necessary, by way of news release.
Trading of the Company's Shares on the TSX-V was halted on June 9, 2011 in connection with the announcement of the Proposed Transaction and trading may not resume until completion of the Proposed Transaction.
Further information concerning Minfocus, the Proposed Transaction and the Resulting Issuer will be contained in a filing statement, to be prepared in accordance with the policies of the TSX-V, and filed on the Company's SEDAR profile at www.sedar.com prior to the completion of the Proposed Transaction.
For further information please contact:
Chief Executive Officer
Statements in this press release regarding Pembroke's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the Transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.
COMPLETION OF THE TRANSACTION IS SUBJECT TO A NUMBER OF CONDITIONS, INCLUDING BUT NOT LIMITED TO, TSX VENTURE EXCHANGE ACCEPTANCE AND IF APPLICABLE PURSUANT TO TSX VENTURE 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 MANAGEMENT INFORMATION CIRCULAR OR 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.
THE TSX VENTURE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. NEITHER THE 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.