BTU Capital Corp. Receives Conditional Approval from TSX Venture Exchange to Acquisition of the Shares of Snowcap Energy Inc.
Mergers & Acquisitions
Vancouver, British Columbia, Canada (Marketwire – May 5, 2012 - BTU Capital Corp. (TSX VENTURE EXCHANGE: BTU.P) ("BTU" or "the Company") announced that it has received conditional approval from the TSX Venture Exchange for the following:
| • Acquisition of all of the shares of Snowcap Energy Inc. (“SEI”) and when completed, will | |
| constitute the Company’s qualifying transaction (the “QT”). | |
| • Private placement of a minimum of 10,500,000 units and a maximum of 11,500,000 units at a | |
| price of $0.15 per unit for gross proceeds of a minimum of $1,575,000 and a maximum of | |
| $1,725,000 (the “Private Placement”). These terms have been updated from the Company’s | |
| previous news release dated September 20, 2011. | |
| • Consolidation of all of the issued common shares of the Company on the basis of one (1) “new” | |
| common share for every four (4) “old” common shares (the “Consolidation”). | |
| The Company is also pleased to announce that the Company has entered into an Amalgamation | |
| Agreement dated April 12, 2012 with SEI under which SEI and the Company have agreed to amalgamate | |
| pursuant to the Business Corporations Act (Alberta) (the “Amalgamation”). | |
| BTU has scheduled a special meeting of its shareholders to be held on May 30, 2012 at 11am (Pacific | |
| Time) at #700 – 401 West Georgia Street, Vancouver, British Columbia to obtain shareholder approval on | |
| the Consolidation, the continuation of the Company into Alberta from British Columbia, the | |
| Amalgamation and the QT. | |
| On Behalf of the Board of Directors of BTU Capital Corp. | |
| Walter Brenner, President & CEO | |
| About BTU | |
| The Company is designated as a Capital Pool Company by the TSXV. It has not commenced commercial operations | |
| and has no assets other than cash. Since the completion of its initial public offering, the Company's sole business has | |
| been to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction (as defined in | |
| the Exchange Policy 2.4). Any proposed Qualifying Transaction must be approved by the TSXV and, in the case of | |
| a non-arm's length Qualifying Transaction, must also receive majority approval of the minority shareholders. Until | |
| the completion of a Qualifying Transaction, BTU will not carry on any business other than the identification and | |
| evaluation of businesses or assets with a view to completing a proposed Qualifying Transaction. For further | |
| information regarding BTU, the offering, and BTU's management team, see the Prospectus and BTU's disclosure | |
| documents on SEDAR at www.sedar.com. | |
| Neither TSX Venture 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. | |
| For more information, please contact |
BTU Capital Corp.
Suite 125A - 1030 Denman Street Vancouver, BC V6G 2M6 Telephone: 604 818-2617 Fax: 604 648-9013
2263920.1