Marchwell Ventures Ltd. (formerly Sitebrand Inc.) Closes Private Placement of Subscription Receipts, Consolidates Shares, Cha...
October 24 2011 - 6:14PM
Marketwired Canada
Marchwell Ventures Ltd. (TSX VENTURE:MVE.H)(the "Corporation"), formerly
Sitebrand Inc. (TSX VENTURE:SIB), is pleased to announce that it has closed a
private placement of 18,000,000 subscription receipts in the capital of the
Corporation (the "Subscription Receipts") at a price of $0.05625 per
Subscription Receipt for aggregate gross proceeds of $1,012,500 (the "Private
Placement"). The Private Placement was initially announced in the Corporation's
press release dated February 15, 2011.
Each Subscription Receipt entitled the holder to receive, upon satisfaction of
certain conditions (the "Release Conditions"), one unit in the capital of the
Corporation (a "Unit"). Each Unit comprises one post-Consolidation (defined
below) common share in the capital of the Corporation (a "Common Share") and one
Common Share purchase warrant (a "Warrant") entitling the holder to acquire one
additional Common Share at an exercise price of $0.10 for two (2) years
following the satisfaction of the Release Conditions.
Following the completion of the Private Placement, the Corporation completed a
consolidation of its issued and outstanding common shares on the basis of five
(5) old common shares for one (1) new common share (the "Consolidation") and
changed its name from Sitebrand Inc. to Marchwell Ventures Ltd. (the "Name
Change"). Both the Consolidation and Name Change were approved by the
Corporation's shareholders at a meeting held on June 30, 2011.
Pursuant to TSX Venture Exchange (the "Exchange") Policy 2.5, the Corporation
has not maintained the requirements for a TSX Venture Tier 2 company and as
such, the Corporation will be transferring its listing to the NEX. NEX is a
separate board of the Exchange for companies previously listed on the Exchange
which do not meet, among others things, the ongoing listing requirements of the
Exchange.
Assuming that all Exchange conditions are satisfied, it is expected that the
Common Shares will trade under the stock symbol "MVE.H" and will commence
trading on the NEX on or about October 26, 2011.
Letters of transmittal with respect to the Consolidation and Name Change have
been mailed to all registered shareholders of the Corporation. All registered
shareholders of the Corporation who wish to obtain a new share certificate will
be required to send their certificates representing pre-Consolidation common
shares with a properly executed letter of transmittal to the Corporation's
transfer agent, Computershare Investor Services Inc., in accordance with the
instructions provided in the letter of transmittal. Copies of the letter of
transmittal can be obtained through Computershare Investor Services Inc. All
shareholders who duly complete letters of transmittal will receive
post-Consolidation common share certificates. No certificates representing
fractional post-Consolidation common shares will be issued pursuant to the
Consolidation. All fractional shares resulting from the Consolidation will be
rounded up to the nearest whole number and no cash consideration will be paid in
respect of fractional shares.
Certain statements contained in this press release constitute forward-looking
information. These statements relate to future events or future performance. The
use of any of the words "could", "intend", "expect", "believe", "will",
"projected", "estimated" and similar expressions and statements relating to
matters that are not historical facts are intended to identify forward looking
information and are based on the Corporation's current belief or assumptions as
to the outcome and timing of such future events. Actual future results may
differ materially. In particular, this news release contains forward-looking
information relating to the satisfaction of the issuance of the final exchange
bulletin in respect of the listing of the Common Shares. The final exchange
bulletin will not be issued if the Exchange determines that the Corporation has
not met the conditions set out in the Exchange's conditional approval letter.
Various assumptions or factors are typically applied in drawing conclusions or
making the forecasts or projections set out in forward-looking information.
Those assumptions and factors are based on information currently available to
the Corporation. The material factors and assumptions include the ability of the
Corporation to meet the conditions for listing of the TSX-V. The Corporation
cautions the reader that the above list of risk factors is not exhaustive. The
forward-looking information contained in this release is made as of the date
hereof and the Corporation is not obligated to update or revise any
forward-looking information, whether as a result of new information, future
events or otherwise, except as required by applicable securities laws. Because
of the risks, uncertainties and assumptions contained herein, investors should
not place undue reliance on forward-looking information. The foregoing
statements expressly qualify any forward-looking information contained herein.
Sante Veritas Holdings (TSXV:MVE.H)
Historical Stock Chart
From Jul 2024 to Aug 2024
Sante Veritas Holdings (TSXV:MVE.H)
Historical Stock Chart
From Aug 2023 to Aug 2024