/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
CALGARY,
Aug. 8, 2013 /CNW/ - DevCorp Capital
Inc. (TSX VENTURE:DCC.P) ("DevCorp" or the "Company")
and Good to Go Rentals Ltd. and Neigum Hot Oilers Ltd. (together
"GTG") are pleased to announce that they have entered into
an agreement with Canaccord Genuity Corp. and Macquarie Private
Wealth Inc., on behalf of a syndicate of agents to include MGI
Securities Inc. (collectively, the "Agents"), to issue, on a
private placement "best efforts" agency basis, a minimum of
$8,000,000 to a
maximum $10,000,000 in
subscription receipts (the "Subscription Receipts") at a
price of $0.20 per
Subscription Receipt (the "Offering").
Each Subscription Receipt shall, through a
series of transactions and without further action by the holder of
such Subscription Receipt, be automatically exchanged for one
common share of the Company upon completion of the proposed
transaction with GTG announced by DevCorp on June 21, 2013 (the "GTG Transaction"). The
Offering is expected to close on or about August 28, 2013, or
such other date as agreed to by the Company and the Agents.
The net proceeds of the Offering will be used to
fund the GTG Transaction, the 2013 capital expenditure program of
the Company, and for general corporate purposes.
Completion of the Offering is subject to certain
conditions including, but not limited to, the entering into of a
definitive agency agreement, completion of satisfactory due
diligence by the Agents and the receipt of all necessary regulatory
approvals including the approval of the TSX Venture Exchange (the
"Exchange").
The Subscription Receipts to be issued under the
Offering have not been and will not be 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 such
registration. This news release shall not constitute an offer to
sell or a solicitation of an offer to buy any securities in
the United States nor
shall there be any offer or sale of securities in any jurisdiction
where such offer, solicitation or sale would be unlawful.
Cautionary Note Regarding Forward Looking
Statements
This news release contains forward-looking
statements relating to the Offering and the GTG Transaction,
including statements regarding the anticipated acquisition of GTG,
completion of the Offering, the entering into of a definitive
agreement with respect to the Offering, the receipt of all
necessary regulatory approvals and satisfaction of all other
closing conditions in connection with the GTG Transaction and the
Offering 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 GTG Transaction 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 GTG
Transaction is not satisfied; the risk that closing of the GTG
Transaction 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 GTG Transaction, its structure, and the
timing thereof; the assumptions relating to the entering into of a
definitive agreement with respect to the Offering; the risk that
the Offering is not completed; the timing of obtaining required
approvals and satisfying closing conditions for the GTG Transaction
and the Offering; the 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 GTG 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 GTG 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 GTG Transaction,
any information released or received with respect to the GTG
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 GTG 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.
SOURCE DevCorp Capital Inc.