PCI-1 Capital Corp.

November 09, 2009 08:05 ET

PCI-1 Announces Termination of Qualifying Transaction Agreement and Receipt of Alange Shares

TORONTO, ONTARIO--(Marketwire - Nov. 9, 2009) –


Further to its press release dated October 6, 2009, PCI-1 Capital Corp. (TSX VENTURE:ICC.P) ("PCI") is pleased to announce that, pursuant to the letter agreement (the "Letter Agreement") among itself, Delavaco Energy Inc. ("Delavaco") and Alange Energy Corp. ("Alange") relating to the transaction agreement between Delavaco and Alange dated September 30, 2009 (the "Transaction Agreement"), PCI has received common shares of Delavaco ("Delavaco Shares") and has been reimbursed for a portion of the expenses it incurred as a result of its proposed qualifying transaction with Delavaco previously disclosed in the press releases of PCI dated July 6, 2009 and August 13, 2009 (the "Qualifying Transaction"). Under the Transaction Agreement, Alange agreed to acquire all of the issued and outstanding common shares of Delavaco in exchange for common shares of Alange pursuant to a three-cornered amalgamation (the "Amalgamation").

On October 22, 2009, Alange announced that it had completed the Amalgamation and in connection therewith, PCI received 4,410,589 Delavaco Shares. Under the terms of the Amalgamation, the Delavaco Shares issued to PCI were exchanged for 3,825,744 common shares of Alange, which common shares of Alange are not subject to any escrow or regulatory hold period. PCI also received C$200,200 as reimbursement for a portion of its legal expenses incurred in connection with the Qualifying Transaction.

In connection with the completion of the Amalgamation, PCI also announced that it has terminated the amended and restated qualifying transaction agreement with Delavaco dated July 15, 2009. As a result, PCI remains a capital pool company ("CPC") and remains subject to all of the policies of the Corporate Finance Manual of the TSX Venture Exchange (the "Exchange"), including Policy 2.4 – Capital Pool Companies.

The trading halt on the common shares of PCI will be lifted at the open of trading on November 10, 2009.

About PCI-1 Capital Corp.

PCI is a CPC within the meaning of the policies of the Exchange. PCI-1 has not commenced operations and has no assets other than cash and common shares of Alange Energy Corp.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed transaction; the terms and conditions of the proposed Private Placement; future exploration and testing; use of funds; and the business and operations of PCI-1 after the proposed transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; the price of crude oil and natural gas; and the results of current exploration and testing. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. PCI-1 and Delavaco disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • PCI-1 Capital Corp.
    Michael Bester
    President and Chief Executive Officer
    (416) 619-3166
    (416) 214-5954 (FAX)