CALGARY, ALBERTA--(Marketwired - Sept. 3, 2013) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES
DevCorp Capital Inc. (TSX VENTURE:DCC.P) ("DevCorp" or the "Corporation") is pleased to announce the completion of the previously announced private placement (the "Offering") of 50,000,000 subscription receipts (the "Subscription Receipts") of Good to Go Rentals Ltd. ("GTGR") at a price of $0.20 per Subscription Receipt for aggregate gross proceeds of $10,000,000.
Canaccord Genuity Corp. and Macquarie Private Wealth Inc. (the "Co-Lead Agents"), as co-lead agents, together with MGI Securities Inc. (together with the Co-Lead Agents, the "Agents"), acted as agents with respect to the Offering.
The Subscription Receipts will be automatically convertible, upon completion of the proposed three-cornered amalgamation (the "Amalgamation") involving a wholly-owned subsidiary of DevCorp, 1768399 Alberta Inc. ("DevCorp Holdco"), GTGR and Neigum Hot Oilers (1992) Ltd. ("GTGT" and together with GTGR, "GTG") and without additional payment or further action on the part of the holders thereof, through a series of transactions, into one common share in the capital stock of DevCorp (each a "DevCorp Share"). Pursuant to the terms of the Subscription Receipt Agreement between GTG, DevCorp, the Agents and Olympia Trust Company (the "Escrow Agent") dated September 3, 2013, if all of the conditions required to complete the Amalgamation have not been satisfied on or before 5:00 p.m. (Calgary time) on October 31, 2013 (the "Escrow Deadline"), the Escrow Agent shall return to each holder of Subscription Receipts the aggregate offering price of the Subscription Receipts held by that holder plus the pro rata portion of interest or other income earned on the escrowed funds (less any applicable withholding tax).
GTGR is a private Saskatchewan oilfield rental and services company based out of Kindersley, Saskatchewan and GTGT is a private Saskatchewan trucking company based out of Kindersley, Saskatchewan. DevCorp is a "capital pool company" and intends for the Amalgamation to constitute the "Qualifying Transaction" of the Corporation as such term is defined in the policies of the TSX Venture Exchange ("Exchange"). The Amalgamation is not a Non-Arm's Length Qualifying Transaction as defined in the policies of the Exchange.
In accordance with the policies of the Exchange, the DevCorp Shares are currently halted from trading. It is expected that the DevCorp Shares will resume trading on the Exchange, after all requirements of the Exchange have been satisfied, under the stock symbol "DCC.P".
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements relating to the Amalgamation and other statements that are not historical facts. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These assumptions, risks and uncertainties include, among other things: the risk that the Amalgamation will not be completed if a formal agreement is not reached or that the necessary approvals and/or exemptions are not obtained or some other condition to the closing of the Amalgamation is not satisfied; the risk that closing of the Amalgamation could be delayed if DevCorp and GTG are not able to obtain the necessary approvals on the timelines planned; the assumptions relating to the parties entering into the formal agreement in respect of the Amalgamation, its structure, and the timing thereof; the timing of obtaining required approvals and satisfying closing conditions for the Amalgamation, state of the economy in general and capital markets in particular, investor interest in the business and future prospects of DevCorp and GTG.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, DevCorp and GTG disclaim any intention and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Additionally, DevCorp and GTG undertake no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements (as defined by the Exchange), 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 Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Not for distribution to U.S. Newswire Services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. Securities Laws.