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PVI

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Share Name Share Symbol Market Type
TSXV:PVI TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Pro-Trans Ventures Inc. Announces Conditional Acceptance of Acquisition and Filing of Filing Statement

29/08/2011 10:43pm

Marketwired Canada


NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAWS.


Pro-Trans Ventures Inc. (TSX VENTURE:PVI) (the "Corporation") is pleased to
announce that the TSX Venture Exchange (the "TSX-V") has conditionally accepted
the previously announced proposed acquisition (the "Acquisition") by the
Corporation of all of the issued and outstanding securities of Maple Leaf
Loading Ltd. ("Maple Leaf") and approved the filing of the Corporation's filing
statement dated August 26, 2011 (the "Filing Statement") relating to the
Acquisition. Subject to certain conditions, as more particularly described in
the Filing Statement, closing of the Transaction is anticipated to occur on or
before September 12, 2011. Shareholders of the Corporation and Maple Leaf are
encouraged to review the Filing Statement which is filed under the Corporation's
SEDAR profile at www.sedar.com.


The Acquisition

Pursuant to the terms of the Acquisition, the Corporation will acquire: i) all
of the outstanding common shares in the capital of Maple Leaf ("Maple Leaf
Common Shares"), each such Maple Leaf Common Share to be exchanged for 4.7855
common shares in the capital of the Corporation ("Pro-Trans Shares"), 2.98557
series A share purchase warrants of the Corporation ("Series A Warrants") and
2.98557 series B share purchase warrants of the Corporation ("Series B
Warrants"); and ii) all of the outstanding Class "A" preferred shares in the
capital of Maple Leaf ("Maple Leaf Preferred Shares"), each such Maple Leaf
Preferred Share to be exchanged for $4.83539 in cash and 9.27435 Pro-Trans
Shares. The total deemed value of the Acquisition will be $12,295,000, subject
to any applicable adjustment, payable on the basis of $4,375,000 in cash and
13,200,000 Pro-Trans Shares at a deemed price of $0.60 per share. 


The vesting of Series A Warrants shall be determined based upon certain
financing criteria of the Corporation, and the vesting of the Series B Warrants
shall be determined based upon certain performance criteria of Maple Leaf, all
in accordance with the terms and conditions contained in the definitive
certificates to represent such warrants.


Further to the news release of the Corporation dated May 6, 2011, the
Corporation has amended the terms of its previously announced financing for the
cash portion of the consideration required to complete the Acquisition (the
"Financing"). The terms of the Financing include a $5,000,000 convertible
debenture (the "Convertible Debenture"). The Convertible Debenture will have a
term of three years, will bear interest at a rate of 8.5% per annum payable
monthly and will be secured by a pledge of all of the Maple Leaf Common Shares
and Maple Leaf Preferred Shares by the Corporation in favour of the lender. The
Convertible Debenture will be convertible into Pro-Trans Shares at a price of
$0.60 per share at any time during its term. 


Information Concerning Maple Leaf

Maple Leaf is a private corporation incorporated pursuant to the laws of British
Columbia. Maple Leaf provides a range of specialized transportation services
related to the management, handling and transportation of ore and other products
for customers involved in the mining industry in British Columbia, Alberta and
the Yukon Territory. 


In accordance with the policies of the TSX-V, the common shares of the
Corporation are currently halted from trading. It is expected that the common
shares will resume trading on the TSX-V on August 31, 2011.


Further information concerning the Corporation, Maple Leaf and the Acquisition
are contained in the Filing Statement which is available for review under the
Corporation's SEDAR profile at www.sedar.com. 


Cautionary Statements

Certain statements contained in this press release constitute forward-looking
information within the meaning of applicable securities laws. 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 and developments may differ materially.
Forward-looking information included in this press release includes statements
with respect to closing of the Acquisition and Financing. This press release
also contains forward-looking information relating to the intention of the
parties to, among other things, complete the Acquisition. 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 parties to the agreements
underlying the Acquisition being able to obtain the necessary director,
shareholder and regulatory approvals; each of the Corporation and Maple Leaf
completing any conditions precedent to the Acquisition; TSX-V policies not
changing; and completion of the Financing on terms satisfactory to the
Corporation and Maple Leaf. Risk factors that could cause actual results or
outcomes to differ materially from the results expressed or implied by
forward-looking information include, among other things: conditions imposed by
the TSX-V, the failure to obtain the required directors' and shareholders'
approvals in respect of the Transaction, Financing and related matters; changes
in tax laws, general economic and business conditions; and changes in the
regulatory environment. The Corporation cautions the reader that the above list
of risk factors is not exhaustive. The forward-looking information contained in
this press 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.


Completion of the Acquisition is subject to a number of conditions, including
but not limited to, TSX-V acceptance. There can be no assurance that the
Acquisition will be completed as proposed or at all. Trading in the securities
of the Corporation should be considered highly speculative.


Investors are cautioned that, except as disclosed in the Filing Statement, any
information released or received with respect to the Acquisition may not be
accurate or complete and should not be relied upon.


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