Courtland Capital Corp.

November 17, 2009 11:44 ET

Courtland Capital Announces Re-Scheduling of Closing Date of Qualifying Transaction and Reduction in the Minimum Amount of Units to Be Offered by Way of Private Placement

CALGARY, ALBERTA--(Marketwire - Nov. 17, 2009) -

Qualifying Transaction

Courtland Capital Corp. ("Courtland" or the "Company") (TSX VENTURE:CTK.P) is pleased to announce that the closing date of the Company's Qualifying Transaction with ForceLogix Inc. ("ForceLogix") previously announced on August 28, 2009 has been re-scheduled to occur on November 19, 2009.

Private Placement Financing

Courtland will also complete the first tranche of its private placement financing (the "Financing"), previously announced on August 28, 2009, immediately after the closing of the Qualifying Transaction. The Offering which was proposed to comprise of a minimum of 19,000,000 Units, has now been decreased to 16,850,000 Units with the permission of the TSX Venture Exchange. Each Unit is comprised of one common share at $0.10 per share and three-quarters (3/4) of one transferable Common Share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one additional Common Share for a period of 24 months following the date of the closing of the Financing at a price of $0.20 per share.

As previously announced on August 28, 2009, it is anticipated that certain third party Capital Pool Companies will participate in a second tranche of the Financing, subject to their receiving all necessary approvals, including shareholder approval and the approval of the TSX Venture Exchange (the "Exchange"). Closing of the Qualifying Transaction is not contingent on closing a second tranche of the Financing; provided, however, that if the Company fails to close a second tranche of the Financing the Exchange will place certain restrictions on the Company's use of proceeds from the Financing.

The Company expects that the Exchange will issue its bulletin announcing completion of the Qualifying Transaction and the Financing within 3 business days of the closing of the Qualifying Transaction, being November 24, 2009.

Under Exchange policies, trading in the common shares of the Company has been halted pending completion of the Company's Qualifying Transaction. The Company intends to request a voluntary halt on the trading of its common shares upon closing of the Qualifying Transaction and the Financing.

This press release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address future developments that the Company expects are forward looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include varying sales cycles, customer wins, continued availability of financing and general economic, market or business conditions.

Completion of the qualifying transaction and the financing 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 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 filing statement 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.

TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. The TSX Venture Exchange Inc. does not accept responsibility for the adequacy or accuracy of this press release.

Contact Information

  • Courtland Capital Corp.
    Mr. Gene Maher, President, Chief Executive Officer,
    Chief Financial Officer, Secretary and Director
    (847) 932-4152
    (866) 274-1782 (FAX)