DevCorp Capital Inc.
TSX VENTURE : DCC.P

October 22, 2013 13:30 ET

DevCorp Announces Update on Its Proposed Qualifying Transaction and Proposed Renaming to Great Prairie Energy Services

CALGARY, ALBERTA--(Marketwired - Oct. 22, 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") announces, further to its announcements of June 20, 2013 and September 3, 2013, an update regarding its proposed qualifying transaction (the "Transaction") with Good to Go Rentals Ltd. ("GTGR") and Neigum Hot Oilers (1992) Ltd. ("GTGT" and together with GTGR, "GTG").

The board of directors of DevCorp (the "DevCorp Board") has been notified by GTG that Mr. Norm Neigum, one of the principal shareholders of GTGR and President of GTGR, was involved in a car accident in the United States. Although there was no cognitive damage, he sustained several injuries including a number of fractures and it is very likely that he will be paralysed below the chest area. Despite his injuries, Mr. Neigum has communicated his intent and desire to continue to work as part of the management team of GTG and has voiced his confidence in other members of GTG's management team to continue to manage and grow the business and operations of GTG on a go forward basis. During Mr. Neigum's recovery, Ms. Dorsett, who has served as President of GTGT for the past 15 years, will also serve as interim General Manager of GTGR.

The DevCorp board of directors believes that GTG's management team has the required experience and capacity to continue to operate GTG's existing business during Mr. Neigum's recovery and anticipates that there will not be any material interruption to GTG's operations and future business plans. Since the announcement of the Transaction, GTG has shown growth with its operations and has demonstrated strong third quarter results. If TSX Venture Exchange grants conditional acceptance to the transaction, a copy of the filing statement of DevCorp will be filed on SEDAR, which will include information about GTG and the resulting issuer. As a result, the DevCorp Board has unanimously voted in favour of continuing with the Transaction under the previously announced terms and conditions, including earn out provisions, and continues to believe in the future success of the resulting company.

After discussing the above matters at length, the DevCorp Board has decided that the best course of action was to provide full disclosure regarding the circumstances surrounding the Transaction to the shareholders of DevCorp and the holders of subscription receipts of GTGR, which were issued pursuant to a brokered private placement financing that closed on September 3, 2013 pursuant to the terms of the agency agreement (the "Agency Agreement") dated effective August 6, 2013 between Canaccord Genuity Corp., Macquarie Private Wealth Inc., MGI Securities Inc. (collectively, the "Agents"), GTG and the Corporation.

The Transaction is anticipated to be completed on or prior to October 31, 2013. Upon completion of the Transaction, DevCorp 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 TSX Venture Exchange (the "Exchange") in anticipation of such proposed name change. With the resulting issuer's initial focus on the Great Prairie of Saskatchewan, the management and the Board believe the new proposed name illustrates the resulting issuer's vision to acquire, integrate and expand energy services business in the Western Canadian Sedimentary Basin.

GTGR is a private Saskatchewan oilfield rental and services company based out of Kindersley, Saskatchewan and GTGT is a private Saskatchewan trucking company based out of Kindersley, Saskatchewan. DevCorp is a "capital pool company" and intends for the Transaction to constitute the "Qualifying Transaction" of the Corporation as such term is defined in the policies of the Exchange. The Transaction is not a Non-Arm's Length Qualifying Transaction as defined in the policies of the Exchange.

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, after all requirements of the Exchange have been satisfied, under the stock symbol "DCC".

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements relating to the 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 Transaction will not be completed if a formal agreement is not reached or that the necessary approvals and/or exemptions are not obtained or some other condition to the closing of the Transaction is not satisfied; the risk that Mr. Neigum's health may further deteriorate and its resulting impact on the business and operations of GTG; the risk that GTG may not be able to retain key employees to continue to maintain its operations; the risk that closing of the Transaction could be delayed if DevCorp and GTG are not able to obtain the necessary approvals on the timelines planned; the assumptions relating to the parties entering into the formal agreement in respect of the Transaction, its structure, and the timing thereof; the timing of obtaining required approvals and satisfying closing conditions for the Transaction, state of the economy in general and capital markets in particular, investor interest in the business and future prospects of DevCorp and GTG.

The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, DevCorp and GTG disclaim any intention and assume 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, DevCorp and GTG undertake no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.

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 (as defined by the Exchange), 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 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.

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

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