Vesta Capital Corp. Announces $500,000 Private Placement
August 20 2008 - 1:42PM
Marketwired
Vesta Capital Corp. ("Vesta" or the "Company"), (TSX VENTURE:
VES.P) a capital pool company, announced today that it has agreed
to a non-brokered private placement offering (the "Offering") of up
to 2,500,000 common shares of the Company (the "Common Shares") at
a price of $0.20 per Common Share for gross proceeds of up to
Cdn.$500,0000. The Common Shares to be issued will carry a
four-month hold period under Canadian securities laws from the date
of issuance. Vesta will pay a finder's fee to PowerOne Capital
Markets Limited ("PowerOne") equal to 10 percent of the gross
proceeds raised in the Offering.
Of the Common Shares to be issued pursuant to the Offering, an
aggregate of 2,000,000 Common Shares (the "Pinetree Shares") will
be taken up by Pinetree Income Partnership ("Pinetree"), an arm's
length party to the Corporation. As the Pinetree Shares will
constitute approximately 32% of the issued and outstanding capital
of the Corporation after the Offering is completed and Pinetree
will become a control person of the Company, the Pinetree Shares
will be subject to an escrow agreement (the "Escrow Agreement").
Pinetree is a wholly owned subsidiary of Pinetree Capital Ltd.
which owns 50% of the issued and outstanding shares in the capital
of PowerOne.
Under the Escrow Agreement, 10% of the Pinetree Shares will be
released from escrow on the issuance of the TSX Venture Exchange
Bulletin which is issued following closing of the Corporation's
qualifying transaction (the "Initial Release") and an additional
15% will be released on the dates 6 months, 12 months, 18 months,
24 months, 30 months and 36 months following the Initial Release.
Additional information regarding the terms and conditions of the
Escrow Agreement can be found in the Corporation's prospectus which
is available for viewing under the Corporation's profile on the
SEDAR website (www.sedar.com).
Closing of the Offering is conditional on TSX Venture Exchange
approval and shareholder approval which the Corporation will obtain
by way of written consent from shareholders owning in the aggregate
50.1% of the current issued and outstanding shares in the capital
of the Corporation.
Proceeds from the Offering will be used for general working
capital purposes.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in the United
States. The securities have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"U.S. Securities Act") or any state securities laws and may not be
offered or sold within the United States or to U.S. Persons unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available. All dollars in this release are in Canadian funds.
FORWARD-LOOKING STATEMENTS
This press release includes certain "forward-looking
statements". All statements regarding the ability of the Company to
successfully arrange for financing are forward-looking statements
that involve various risks and uncertainties. There can be no
assurance that such statements will prove to be accurate and actual
results and future events could differ materially from those
anticipated in such statements. All statements that are not
historical facts, including without limitation statements regarding
future estimates, plans, objectives, assumptions or expectations of
future performance, are "forward-looking statements". We caution
you that such "forward looking statements" involve known and
unknown risks and uncertainties that could cause actual results and
future events to differ materially from those anticipated in such
statements. The Company expressly disclaims any obligation to
update any forward-looking statements.
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Contacts: Vesta Capital Corp. Harold Wolkin President, Chief
Financial Officer and Corporate Secretary (416) 485-0980
Vesta Capital Corp. (TSXV:VES.P)
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