DevCorp Capital Inc.
TSX VENTURE : DCC.P

November 01, 2013 18:33 ET

DevCorp Announces Closing of Qualifying Transaction

CALGARY, ALBERTA--(Marketwired - Nov. 1, 2013) -

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

DevCorp Capital Inc. (TSX VENTURE:DCC.P) ("DevCorp" or the "Corporation") is pleased to announce that further to DevCorp's press releases dated June 20, 2013, September 3, 2013, October 22, 2013 and October 28, 2013, on October 31, 2013 the Corporation has closed its qualifying transaction (the "Qualifying Transaction") which was effected pursuant to an amalgamation agreement dated effective October 28, 2013 among the Corporation, 1768399 Alberta Inc., a wholly-owned subsidiary of DevCorp ("DevCorp Subco"), Good to Go Rentals Ltd. ("GTGR") and Neigum Hot Oilers (1992) Ltd.("GTGT" and together with GTGR, "GTG") (the "Amalgamation Agreement"). Pursuant to the Amalgamation Agreement, DevCorp (the "Resulting Issuer") acquired: (a) all of the issued and outstanding shares of GTGR ("GTGR Shares") by way of amalgamation between DevCorp Subco and GTGR, following which the amalgamated company will be a wholly owned subsidiary of DevCorp; and (b) all of the issued and outstanding shares of GTGT ("GTGT Shares"), which did not amalgamate with DevCorp Subco but remained as a wholly owned subsidiary of DevCorp Subco following the amalgamation (the "Amalgamation") between GTGR and DevCorp Subco. Regarding the detailed terms of the Qualifying Transaction and the considerations paid by DevCorp thereunder, please see DevCorp's press release dated October 28, 2013, a copy of which is available on SEDAR at www.sedar.com.

As all of the conditions of the Amalgamation were met on October 31, 2013 prior to the escrow deadline set out under the subscription receipt agreement dated September 3, 2013 among GTGR, DevCorp, Olympia Trust Company, Canaccord Genuity Corp, Macquarie Private Wealth Inc. and MGI Securities, the proceeds from the 50,000,000 subscription receipt private placement of GTGR (the "Subscription Receipts") was released from escrow to the Resulting Issuer and each of the Subscription Receipts were converted, without additional payment or further action on the part of the holders thereof, through a series of transactions, into one Resulting Issuer Share. For further details on the private placement please refer to DevCorp's press release dated September 3, 2013, a copy of which is available on SEDAR at www.sedar.com.

As previously announced on October 22, 2013 and on October 28, 2013, the Resulting Issuer intends to call a meeting of its shareholders to change its name to "Great Prairie Energy Services Inc." The trading symbol, "GPE" has been reserved with the Exchange in anticipation of such proposed name change. With the Resulting Issuer's initial focus on the prairies of Saskatchewan, Alberta and Manitoba, the management and the Board believe the new proposed name illustrates the Resulting Issuer's vision to acquire and expand the business in Saskatchewan and western Canada.

GTGR is a Saskatchewan oilfield rental company based out of Kindersley, Saskatchewan and GTGT is a Saskatchewan trucking company based out of Kindersley, Saskatchewan. For further details of the Subscription Receipt private placement and the Qualifying Transaction, please see the Filing Statement available on SEDAR at www.sedar.com.

In accordance with the policies of the Exchange, the DevCorp Shares are currently halted from trading. It is expected that the DevCorp Shares will resume trading on the Exchange on or about November 6, 2013 under the stock symbol "DCC".

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements relating to the Qualifying Transaction and other statements that are not historical facts. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These assumptions, risks and uncertainties include, among other things: the risk that the Resulting Issuer Shares will not resume trading on the date specified; the risk that the Resulting Issuer may not be able to execute on its business plan, including with respect to expansion of its business, either as contemplated or at all; the assumptions relating to the state of the economy in general and capital markets in particular, investor interest in the business and future prospects of the Resulting Issuer.

The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Resulting Issuer disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Additionally, the Resulting Issuer undertakes no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.

The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Not for distribution to U.S. Newswire Services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. Securities Laws.

Contact Information

  • DevCorp Capital Inc.
    1200, 700 - 2nd Street SW
    Calgary, Alberta T2P 4V5

    DevCorp Capital Inc.
    Sidney Dutchak
    President and Chief Executive Officer
    403-630-2157
    sdutchak@smcp.ca