Sun Red Capital Corporation
TSX VENTURE : SSQ.H

May 03, 2010 13:19 ET

Sun Red Capital Corporation Announces Mailing of Information Circular

CALGARY, ALBERTA--(Marketwire - May 3, 2010) -

Not for dissemination in the United States or through U.S. newswires. The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Sun Red Capital Corporation (the "Company" or "Sun Red"), a capital pool company listed on the NEX (the "NEX") (TSX VENTURE:SSQ.H), announces that it has mailed its information circular and proxy statement dated April 21, 2010 (the "Information Circular") with respect to the proposed amalgamation (the "Amalgamation") of Sun Red and Compass Acquisition Corp. ("AcquisitionCo"), a wholly-owned subsidiary of Compass Petroleum Ltd., which was announced in news releases disseminated by the Company on February 17, 2010, March 1, 2010 and March 29, 2010. The Amalgamation will be considered by the holders of common shares of Sun Red ("Sun Red Shareholders") at a special meeting (the "Meeting") to be held at 9:00 a.m. (Calgary time) on Friday, May 21, 2010 at the offices of Bennett Jones LLP, Suite 4500, 855 – 2nd Street S.W., Calgary, Alberta. The record date for determining the Sun Red Shareholders entitled to receive notice of the Meeting is April 5, 2010.

The Information Circular contains details concerning the Amalgamation, including the conditions and procedures for it to become effective. Sun Red Shareholders are urged to carefully review the Information Circular and accompanying materials as they contain important information regarding the Amalgamation and the rights and entitlements of the Sun Red Shareholders in connection therewith.

The Board of Directors of Sun Red reiterates that it has unanimously determined that the Amalgamation is fair to the Sun Red Shareholders and is in the best interests of Sun Red and its Shareholders and recommends that Sun Red Shareholders vote in favour of the Amalgamation.

The trading of the Sun Red shares has been halted by the NEX. Trading will recommence on a date determined by the NEX.

Completion of the 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 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 management information circular or filing statement to be 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.

ON BEHALF OF THE BOARD OF DIRECTORS OF SUN RED CAPITAL CORPORATION

Greg Hansen, Chief Financial Officer

The 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. 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

  • Sun Red Capital Corporation
    Greg Hansen
    Chief Financial Officer
    (403) 397-0186
    (403) 245-2723 (FAX)
    Greg@sunredcapital.com