Amicus Capital Corp.
TSX VENTURE : AIC.P

November 13, 2008 16:36 ET

Amicus Capital Corp. Files Final Prospectus

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 13, 2008) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Amicus Capital Corp. (the "Corporation") (TSX VENTURE:AIC.P), a capital pool company, is pleased to announce that it has filed a final long-form prospectus in connection with a proposed public offering (the "Offering") of 5,000,000 common shares (the "Shares") to be issued at a price of $0.50 per Share (the "Offering Price"), and 36,000,000 common shares of the Corporation to be issued at a deemed price equal to the Offering Price to holders of shares of Rainbow Trend Limited ("Rainbow") in connection with the acquisition of all issued shares of Rainbow by the Corporation, which will constitute the Corporation's Qualifying Transaction under the TSX Venture Exchange policies. The Offering will result in gross proceeds to the Corporation of up to $2,500,000.

Blackmont Capital Inc. (the "Agent") will act as agent in the Offering, on a commercially reasonable efforts basis. The Agent has been granted an option, exercisable no later than 60 days from the closing of the Offering, to arrange for the sale of up to an additional 750,000 common shares at the Offering Price (the "Additional Shares") to cover over-allotments and for market stabilization, if necessary. A commission of 9 percent of the gross proceeds of the Offering will be paid to the Agent (except for proceeds from sales to subscribers who are introduced by principals of the Corporation or Rainbow, on which the Agent will receive a cash commission of 5 percent). In addition, the Agent will receive non-transferable share purchase warrants entitling the Agent to purchase that number of common shares as is equal to 10 percent of the number of Shares and Additional Shares sold under the Offering.

The Offering is being completed concurrently with the Corporation's Qualifying Transaction. Following the completion of the Offering and the Qualifying Transaction, the net proceeds from the Offering is expected to be used to fund marketing programs, research and development, an enterprise resource planning system and general working capital of the resulting issuer.

The Offering is scheduled to close on or about November 21, 2008.

This press release is not an offer of securities for sale or the solicitation of an offer to buy securities in the United States or Canada. Securities may not be offered in the United States.

Cautionary Note Regarding Forward-Looking Information

Information set forth in this news release may involve forward-looking statements. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address a company's expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: risks associated with marketing and sale of securities; the need for additional financing; reliance on key personnel; the potential for conflicts of interest among certain officers, or directors with certain other projects; the volatility of our common share price and volume. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Corporation undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE CORPORATION AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE CORPORATION MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Amicus Capital Corp.
    Thomas Lamb
    Chief Executive Officer
    (778) 330-2758
    (604) 682-5596 (FAX)
    Email: tdlamb@gmail.com