L1 Capital Corp., ("L1") (TSX VENTURE:LOA.P), listed on the TSX Venture Exchange
Inc. as a capital pool company (the "TSXV" or the "Exchange") under the trading
symbol "LOA.P", and Breaking Point Developments Inc., ("BPD") (TSX
VENTURE:BPD.P) listed on the TSXV as a capital pool company under the trading
symbol "BPD.P", are pleased to announce that further to a press release dated
March 5, 2010 and pursuant to an amalgamation agreement (the "Amalgamation
Agreement"), L1 and 7305826 Canada Inc., a wholly owned subsidiary of BPD,
amalgamated (the "Amalgamation") on April 30, 2010 to form a new corporation,
carrying on with the name of L1 Capital Corp. ("Amalco"). The amalgamation was
unanimously approved by shareholders of the former L1 at a special meeting of
shareholders held April 29, 2010.


Pursuant to the amalgamation all of the shares of L1 was exchanged for common
shares of BPD (each a "BPD Share") on the basis that the shares of L1 shall be
attributed a value of $0.20 per share and the BPD Shares shall be attributed a
value of $0.15 per BPD Share, such that approximately 1.333 BPD Shares shall be
issued in exchange for each share of L1. 


Subsequent to the Amalgamation Amalco will complete a horizontal amalgamation
with BPD to form a second amalgamated incorporation ("Second Amalco") such that
there will be a single surviving entity with the name Breaking Point
Developments Inc. Subject to TSXV and regulatory approval, the Board of
Directors of Second Amalco shall remain as presently constituted by BPD with the
option to appoint an additional member from L1. In addition, on completion of
BPD's previously announced Qualifying Transaction the following individuals will
be appointed: Mike Windle, President and CEO and a Director, Ken Johnston, CFO
and Director, Scott Reeves, Secretary and Don McIvor, Director. A nominee of L1
may be appointed to the Board of Amalco. 


Information regarding Breaking Point Developments Inc.

Breaking Point Developments Inc. is a capital pool company which was listed on
the TSXV January 9, 2009, following the completion of its initial public
offering. BPD is a capital pool company ("CPC") within the meaning of the
policies of the Exchange. BPD has not commenced operations and has no assets
other than cash. Copies of BPD documents may be obtained electronically from the
SEDAR system at www.sedar.com. 


Information regarding L1 Capital Corp.

L1 Capital Corp. is a capital pool company which was listed on the TSXV April 2,
2008, following the completion of its initial public offering. L1 had 3,950,000
basic common shares issued. L1 is a capital pool company ("CPC") within the
meaning of the policies of the Exchange. L1 has not commenced operations and has
no assets other than cash. As previously announced on March 5, 2010, the merger
with 7305826 Canada Inc. was done to facilitate the qualifying transaction of L1
and BPD. Copies of L1 documents may be obtained electronically from the SEDAR
system at www.sedar.com. 


Completion of the foregoing 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 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 foregoing 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.
Except for historical information contained herein, this news release contains
forward-looking statements that involve risks and uncertainties. Actual results
may differ materially. Except as required pursuant to applicable securities
laws, neither the Vendor nor the L1 or BPD will update these forward-looking
statements to reflect events or circumstances after the date hereof. More
detailed information about potential factors that could affect financial results
is included in the documents filed from time to time with the Canadian
securities regulatory authorities by the corporations.


Breaking Point Developments (TSXV:BPD.P)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Breaking Point Developments Charts.
Breaking Point Developments (TSXV:BPD.P)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Breaking Point Developments Charts.