Pembroke Capital Corp. Provides Update on Closing of Qualifying Transaction
918 – 1030 WEST GEORGIA STREET VANCOUVER, BC V6E 2Y3
NEWS RELEASE
Pembroke Capital Corp. Provides Update on Closing of Qualifying Transaction
January 18, 2012 – Vancouver, British Columbia (TSX-V: PBK.P). Pembroke Capital Corp. ("Pembroke" or the "Company"), a capital pool company, today announced that it currently expects to close its previously announced acquisition (the "Transaction") of all of the issued and outstanding shares of Minfocus International Inc. ("Minfocus") and concurrent private placement (the "Private Placement") on or about January 20, 2012. The Transaction is intended to constitute the Company's "Qualifying Transaction" under the policies of the TSX Venture Exchange (the "Exchange").
The Company today also announced that the optionors under the Exploration and Option Agreement dated February 22, 2011 (the "Nipigon Optionors"), which agreement covers certain claims part of the Nipigon Reefs Property (the "Nipigon Claims"), have granted a two-month extension to the requirement for Minfocus to incur exploration expenditures in the aggregate amount of $250,000 on the Nipigon Claims by February 22, 2012. The Company and Minfocus expect to use the proceeds from the Private Placement to commence the exploration expenditures as soon as practicable after closing of the Transaction and the Private Placement.
The Company today also reported with respect to the Nipigon Reefs Property that a number of the Nipigon Claims are set to expire in mid-February unless $54,400 of assessment work is completed and filed or satisfied with the application of "banked credits", or an application to extend the time period for the completion and filing of such assessment work (a "Temporary Extension") is sought and obtained from the Ontario Ministry of Northern Development and Mines ("MNDM"). Currently, banked credits having a value of approximately $900,000 are available in respect of the Nipigon Claims and application to have a portion of these applied to satisfy the assessment work due on the Nipigon Claims set to expire in February has been made to MNDM by the Nipigon Optionors. While applications of banked credits are commonly granted by MNDM, should the application by the Nipigon Optionors not be approved, Minfocus will be required to complete and file the necessary assessment work prior to the applicable claim due dates or apply for a Temporary Extension. Under MNDM policies, a Temporary Extension cannot be applied for until 30 days from the expiry date of the claim. If necessary, Minfocus would have an application for a Temporary Extension made when it is permitted to do so and prior to the current expiry date, for all of the affected Nipigon Claims. If Temporary Extensions are granted, the expiry dates of the affected Nipigon Claims will be temporarily extended by up to six months to allow Minfocus to complete and file the necessary assessment work with MNDM. If filed assessment work is accepted by MNDM, the expiry date for the applicable claim will be extended for one year from the current expiry date. While Minfocus has advised the Company that it expects to be granted a Temporary Extension for each of the Nipigon Claims set to expire, there can be no assurance that a Temporary Extension will be granted for each such affected claim.
Finally, the Company today also announced a reduction in the gross proceeds to be raised in the Private Placement. On December 15, 2011, the Company announced certain amendments to the terms of the Private Placement including, a revision from the minimum and maximum amounts to a fixed amount of $2,000,000 of gross proceeds. The Company now expects to complete only approximately $1,850,000 in the Private Placement. Although less than previously contemplated, as no cash finder's fees will be payable in connection with the Private Placement, the available funds and principal purposes are not expected to vary significantly from those set out in the Company's Filing Statement dated October 31, 2011 and filed on SEDAR (the "Filing Statement").
The following tables set out the Company's expected available funds and principal purposes as set out in the Filing Statement and the expected available funds and principal purposes based on gross proceeds of $1,850,000 in the Private Placement.
| Description of Funds | Amount | ||
|---|---|---|---|
| As per the Filing Statement (Minimum Amount) | As per the Filing Statement (Maximum Amount) | Assuming Completion of Gross Proceeds of $1,850,000 | |
| Gross proceeds from the Private Placement: | $2,000,000 | $3,000,000 | $1,850,000 |
| Estimated working capital: | $460,000 (as of September 30, 2011) | $460,000 (as of September 30, 2011) | $350,000 (as of the date of this news release) |
| Total available funds: | $2,460,000 | $3,460,000 | $2,200,000 |
| Use of Proceeds | As per the Filing Statement (Minimum Amount) | As per the Filing Statement (Maximum Amount) | Assuming Completion of Gross Proceeds of $1,850,000 |
|---|---|---|---|
| Remaining costs of the Transaction | $100,000 | $100,000 | $30,000 |
| Recommended Work Program on Nipigon Reefs Property | $1,191,000 | $1,191,000 | $1,191,000 |
| Recommended Work Program on Weese- Luella Property | - | $445,000 | - |
| Costs to keep Properties in good standing | $303,000 | $156,000 | $303,000 |
| Finders' Fees | $200,000 | $300,000 | - |
| General and Administrative Expenses | $480,000 | $495,000 | $480,000 |
| Unallocated general working capital | $186,000 | $773,000 | $196,000 |
| Total | $2,460,000 | $3,460,000 | $2,200,000 |
Closing of the Transaction and the Private Placement is subject to certain conditions, including the final acceptance of the Exchange. For further details on the Transaction and the Private Placement, please refer to the Company's Filing Statement dated October 31, 2011 and the Company's news releases, available on SEDAR at www.sedar.com.
For further information please contact:
Vince Sorace Chief Executive Officer Phone: 604.639.9056
Statements in this news release regarding Pembroke's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the Transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.
COMPLETION OF THE TRANSACTION IS SUBJECT TO A NUMBER OF CONDITIONS, INCLUDING BUT NOT LIMITED TO, TSX VENTURE EXCHANGE ACCEPTANCE AND IF APPLICABLE PURSUANT TO TSX VENTURE 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 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 TSX VENTURE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. NEITHER THE 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.