DevCorp Announces Successful Completion of Oversubscribed $10 Million Subscription Receipt Financing
September 03 2013 - 11:56PM
Marketwired Canada
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.
FOR FURTHER INFORMATION PLEASE CONTACT:
DevCorp Capital Inc.
1200, 700 - 2nd Street SW
Calgary, Alberta T2P 4V5
Greg Peterson, Director
(403) 298-1872
greg.peterson@gowlings.com
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