Courtland Capital Corp.

November 27, 2009 18:47 ET

Courtland Capital Announces Re-Scheduling of Closing Date of Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - Nov. 27, 2009) -

Courtland Capital Corp. ("Courtland" or the "Company") (TSX VENTURE:CTK.P) announces that the closing date of the Company's Qualifying Transaction with ForceLogix, Inc. ("ForceLogix"), previously scheduled to close on November 19, 2009, has been re-scheduled for November 30, 2009. The Company wishes to clarify certain information previously disclosed in its news release of November 17, 2009.

Private Placement Financing

Courtland plans to complete its amended financing announced on November 17, 2009 immediately after the closing of the Qualifying Transaction. The financing will be comprised of a minimum of 21,350,000 Units at a purchase price of $0.10 per Unit, for total aggregate proceeds of $2,135,000 raised through a short form offering document, with Blackmont Capital Inc. acting as agent and a concurrent private placement. Each Unit is comprised of one common share (a "Common 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. The Exchange's final acceptance of the Qualifying Transaction is contingent, among other things, upon the Company closing the required minimum financing of $2,135,000.

It is anticipated that certain third party Capital Pool Companies will participate in the Financing, subject to their receiving all necessary approvals, including shareholder approval and the approval of the TSX Venture Exchange (the "Exchange"). Pursuant to Exchange policies, any shares purchased by Principals participating in this Financing will be subject to escrow, unless the Company meets the exemption for certain private placement securities.

The Qualifying Transaction and the Financing had previously been scheduled to close on November 19th but were postponed due to the inability to close the minimum Financing required for Exchange acceptance and listing of the Company's Common Shares upon closing of the Qualifying Transaction. It is expected that the Exchange will issue a final acceptance bulletin announcing listing of the Company's Common Shares, only after the closing of the Qualifying Transaction, completion of the minimum financing of $2,135,000, shareholder approval from the applicable third party Capital Pool Companies and satisfactory receipt by the Exchange of final documentation. Under Exchange policies, trading in the Common Shares has been halted pending completion of the Company's Qualifying Transaction.

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 the 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 a Director
    (847) 932-4152
    (866) 274-1782 (FAX)