GeoVenCap Inc.
TSX VENTURE : GOV.P

February 28, 2012 14:24 ET

GeoVenCap Inc. Refiles September 30, 2011 Financial Statements and MD&A in Support of the Contemplated Qualifying Transaction Announced on January 20, 2012

CALGARY, ALBERTA--(Marketwire - Feb. 28, 2012) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

GeoVenCap Inc. ("GeoVenCap" or the "Corporation") (TSX VENTURE:GOV.P) has refiled the financial statements and MD&A for the period-ended September 30, 2011 in support of the contemplated Qualifying Transaction previously announced on January 20, 2012. The foregoing financial statements are being refiled to incorporate information related to the Corporations transition to IFRS in the financial statements and MD&A for the period-ended September 30, 2011 rather than referring to information included in prior period financial statements, and include other changes that the Corporation does not consider material and do not impact the financial information presented other than providing clarification and detail to the notes and MD&A. For the purposes of the contemplated Qualifying Transaction, the previously filed unaudited and unreviewed financial statements and MD&A for the period-ended September 30, 2011 have been reviewed by GeoVenCap's auditors, Schwartz Levitsky Feldman LLP.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The offered securities mentioned in this news release will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

ABOUT GEOVENCAP

The Corporation is a capital pool company ("CPC") that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the CPC policy, until the completion of the qualifying transaction, the Corporation will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed qualifying transaction.

ADVISORY: This press release contains forward looking statements. More particularly, this press release contains statements concerning the anticipated closing date of the Offering and the use of the proceeds of the Offering. Although the Corporation believes that the expectations reflected in these forward looking statements are reasonable based on its experience, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The closing of the Offering could be delayed or terminated if the Corporation is not able to obtain the necessary regulatory and stock exchange approvals on the timelines it has planned. The Offering will not be completed at all if these approvals are not obtained or some other condition to the closing is not satisfied. Accordingly, there is a risk that the Offering will not be completed within the anticipated time or at all. The intended use of the proceeds of the Offering by the Corporation might change if the board of directors of the Corporation determines that it would be in the best interests of the Corporation to deploy the proceeds for some other purpose.

The forward looking statements contained in this press release are made as of the date hereof and the Corporation undertakes no obligation to update publicly or revise any forward looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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 news release.

Contact Information

  • GeoVenCap Inc.
    James Paterson, President, Chief Executive Officer,
    Chief Financial Officer, Secretary and Director
    +1 (877) 570-0091
    +1 (815) 301-9443 (FAX)
    geovencap@gmail.com