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Share Name | Share Symbol | Market | Type |
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Penfold Capital Acquisition II Corp. | TSXV:PAC.P | TSX Venture | Ordinary Share |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.00 | - |
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. Penfold Capital Acquisition II Corporation (TSX VENTURE:PAC.P), a capital pool company ("Penfold" or the "Company"), is pleased to provide details on the proposed brokered private placement (the "QT Financing") to be completed as part of the Company's qualifying transaction (the "Qualifying Transaction") with EagleRidge Minerals Ltd. ("EagleRidge"), pursuant to which the Company has agreed to acquire, directly or indirectly, all of the issued and outstanding securities of EagleRidge. Details of the proposed Qualifying Transaction are available in Penfold's press release dated March 23, 2010 on SEDAR at www.sedar.com. A filing statement in respect of the proposed Qualifying Transaction will be prepared and filed in accordance with Policy 2.4 of the Exchange on SEDAR at www.sedar.com no less than 7 business days prior to the closing of the proposed Qualifying Transaction. A press release will be issued once the filing statement has been filed as required pursuant to Exchange policies. QT Financing As part of the Qualifying Transaction, the Company is expected to complete a brokered private placement (the "QT Financing"), on a reasonable best efforts basis, of subscription receipts of the Company (the "Subscription Receipts") at $0.20 per Subscription Receipt and flow-through units of the Company (the "FT Unit" and together with the Subscription Receipts, the "Offered Securities") at the price of $0.25 per FT Unit, the issuance of which will be evidenced by issuance of the subscription receipts of the Company (the "Concurrent Offering Subscription Receipts"), for aggregate gross proceeds to the Company of up to $3,500,000. Each Subscription Receipt will automatically convert and be cancelled immediately thereafter, for no additional consideration, at the closing of the Qualifying Transaction into units (the "Units") of the entity resulting from the Qualifying Transaction (the "Resulting Issuer"), with each Unit comprised of one common share in the capital of the Resulting Issuer (a "Common Share") and one-half of one Common Share purchase warrant (a "Warrant"), with each whole Warrant entitling the holder thereof to purchase one Common Share (a "Warrant Share") at an exercise price of $0.25 per Warrant Share, exercisable for a period of 24 months from the date of issuance. Each Concurrent Offering Subscription Receipt will automatically convert and be cancelled immediately thereafter, for no additional consideration, at the closing of the Qualifying Transaction into flow-through units (the "FT Units") of the Resulting Issuer, with each FT Unit comprised of one flow-through Common Share in the capital of the Resulting Issuer and one-half of one Common Share purchase warrant (a "FT Unit Warrant"), with each whole FT Unit Warrant entitling the holder thereof to purchase one Warrant Share at an exercise price of $0.30 per Warrant Share, exercisable for a period of 24 months from the date of issuance. Kingsdale Capital Markets Inc. will act as an agent (the "Agent") in the QT Financing and will receive a cash commission (the "Agent's Commission") equal to 7.5% of the aggregate gross proceeds raised through the QT Financing and non-assignable broker warrants (the "Broker Warrants") to purchase that number of Units equal to 10% of the number of Units issued in exchange for the Subscription Receipts sold under the QT Financing (but only 5% of the number of Units issued in exchange of the Subscription Receipts sold to investors on the President's list). Such Broker Warrants being exercisable for a period of twenty-four (24) months from the date of issuance. The net proceeds of the QT Financing will be used by the Resulting Issuer to pay costs associated with the closing of the Qualifying Transaction and the QT Financing, to finance exploration of EagleRidge's properties with the primary focus being the Hannes Gold project in the Rice Lake greenstone belt of southeast Manitoba, and for general working capital purposes. Pre-QT Financing EagleRidge is currently in the process of completing a non-brokered private placement of $170,000 aggregate principal amount of unsecured debentures due October 31, 2011 (the "Debentures"). The Debentures shall be issued only as fully issued debentures in denominations of $5,000 and integral multiples thereof. The Debentures will bear interest at a rate of 8% per annum payable quarterly in arrears within ten (10) days following the end of such quarter, and will be convertible at the option of the holder into units in the capital of EagleRidge (the "Units") with each unit comprised of one common share of EagleRidge (an "EagleRidge Share") and one-half of one EagleRidge Share purchase warrant (an "EagleRidge Warrant"), as presently constituted, at any time or times up to maturity. Each whole EagleRidge Warrant shall entitle the holder thereof to purchase one (1) EagleRidge Share at an exercise price of $0.25 per EagleRidge Share. The conversion price of the Debentures shall be $0.17 per EagleRidge Unit, being a rate of approximately 29,412 EagleRidge Units for each $5,000 principal amount of Debentures. About EagleRidge Minerals Ltd. EagleRidge is a private mineral resource exploration company existing under the laws of the Province of Ontario. EagleRidge was incorporated on March 25, 2008 pursuant to the Business Corporations Act (Ontario) ("OBCA"), as a wholly-owned subsidiary of Bell Gold Resources Inc. On July 1, 2008, EagleRidge amalgamated with Bell Gold Resources Inc. pursuant to the OBCA. EagleRidge has a diverse exploration portfolio for gold, base metals and lithium/rare earths in the provinces of Manitoba and Newfoundland and Labrador. Please refer to EagleRidge's website at www.eagleridgeminerals.com for further details on the property holdings. About Penfold Capital Acquisition II Corporation Penfold is part of the Penfold Capital group of companies. Penfold Capital is a private merchant bank. For more information see www.penfoldcapital.com. Cautionary Note Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying 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 Qualifying Transaction, any information released or received with respect to the Qualifying 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 Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this release. This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of the Company. The securities of the Resulting Issuer to be issued in connection with the QT Financing have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.
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