Breaking Point Developments Inc.
TSX VENTURE : BPD.P

July 19, 2011 13:35 ET

Breaking Point Announces Proposed Application to List Shares on CNSX

CALGARY, ALBERTA--(Marketwire - July 19, 2011) - BREAKING POINT DEVELOPMENTS INC. (TSX VENTURE:BPD.P)(the "Corporation" or "Breaking Point") is pleased to announce that it has filed its audited consolidated financial statements for the years ended June 30 2010 and 2009, and has concurrently filed its application with the securities commissions in Alberta, British Columbia and Ontario for the lifting of the cease trade orders which were imposed on the Corporation in November 2011.

The Corporation is also pleased to announce that it has resolved to make an application to the Canadian National Stock Exchange (the "CNSX") for the listing of its common shares thereon, and has consequently resolved to make application for the delisting of its common shares from the TSX Venture Exchange (the "TSXV"). Listing on the CNSX will be subject to the Corporation fulfilling all the listing requirements of the CNSX, as well as receipt of approval from the shareholders of the Corporation.

As previously announced, the Corporation proposes to enter into an agreement whereby the Corporation will purchase certain oil and gas properties of 1089814 Alberta Ltd. comprising 640 acres of exploration land and a gas well located in Sec. 16, Twp. 44, Rge. 23 W4M, in the Dyberg area of the Province of Alberta (the "Dyberg Acquisition") for an aggregate purchase price of $465,450 payable in cash of $160,450 and 2,033,333 units of the Corporation at an ascribed price of $0.15 per unit. Each unit shall consist of one Class "A" common share in the capital of the Corporation ("Common Share") and one warrant entitling the holder to purchase one additional Common Share at a price of $0.15 per share on or before the date that is 18 months from the date of issue. The Corporation reaffirms its intention to complete the Dyberg Acquisition. The Dyberg Acquisition was to comprise the Qualifying Transaction of the Corporation under the provisions of the TSXV; however, the Dyberg Acquisition will now instead be completed in contemplation of the CNSX listing.

The Corporation also announces that it proposes to enter into an agreement with Barrier Reef Resources Ltd. pursuant to which it will purchase oil and gas properties also located in Alberta, which are known to the parties as the "Virgo Assets". In exchange for the Virgo Assets, the Corporation intends to pay Barrier Reef the sum of $1,600,000 payable in cash in the amount of $600,000 and a convertible debenture in the principal amount of $1,000,000, which shall have a term of five (5) years and shall bear interest at a rate of 8.0% simple interest. The convertible debenture shall be convertible into Common Shares at a rate of $0.15 per Common Share and the Corporation shall have the right to force conversion on one month's notice to the holder. The Corporation will also reimburse Barrier Reef for expenses incurred in connection with the maintenance of the Virgo Assets in the amount of $336,027.

The Corporation intends to complete the Dyberg Asset Acquisition and the acquisition of the Virgo Assets immediately prior to and in connection with the listing of its common shares on the CNSX if, as and when approved.

About Breaking Point

Breaking Point was incorporated under the provisions of the Business Corporations Act (Alberta) on August 8, 2007 and completed its initial public offering as a Capital Pool Company in January of 2009. On April 30, 2010, the Corporation completed a three-cornered amalgamation (the "Amalgamation") whereby 7305826 Canada Inc. (a wholly owned subsidiary of the Corporation) amalgamated with another Capital Pool Company named L1 Capital Corp. ("L1") to form a new corporation ("Amalco").

Pursuant to the Amalgamation, instead of receiving securities of Amalco in exchange for their L1 shares, holders of the issued and outstanding shares of L1 received an aggregate of 5,265,350 Breaking Point Common Shares at an ascribed price of $0.15 per Common Share for total deemed consideration of approximately $789,803. Breaking Point also issued an aggregate of 526,535 warrants of the Corporation in exchange for the options in L1 that were issued and outstanding prior to the Amalgamation. Each such warrant entitles the holders to purchase one Common Share at a price of $0.15 per share for a period of five years.

Amalco is now a wholly-owned subsidiary of Breaking Point and is operating under the name "L1 Capital Corp." It is intended that Amalco will be eventually wound up.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Except as required pursuant to applicable securities laws, the Corporation will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by the Corporation.

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

  • Breaking Point Developments Inc.
    Michael Windle
    President and CEO
    (403) 863-4578
    (403) 571-8008 (FAX)