Infinity Alliance Ventures Inc.
TSX VENTURE : TCF

August 13, 2008 20:16 ET

Infinity Announces Completion of Qualifying Transaction and Brokered Private Placement

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

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES

Infinity Alliance Ventures Inc. (the "Company") (TSX VENTURE:TCF) is pleased to announce that on August 12, 2008 it completed its arm's length acquisition (the "Acquisition") of all of the issued and outstanding shares in the capital stock of CBM Asia Development Corp. ("CBM"). CBM holds the rights to earn participating interests in the exploration and development of coal bed methane from two claim blocks on the eastern side of Kalimantan Island, Indonesia.

The Acquisition was completed pursuant to a share exchange agreement dated November 19, 2007 under which the Company acquired all of the issued and outstanding shares of CBM in consideration of the issuance to the shareholders of CBM of a total of 17,822,159 common shares of the Company at a deemed price of $0.60 per share.

The Company is a capital pool company and intends the Acquisition to constitute the Company's Qualifying Transaction (the "Qualifying Transaction") as contemplated under the policies of the TSX Venture Exchange (the "Exchange"). Upon obtaining final Exchange approval of the Qualifying Transaction, it is expected that the Company will be a Tier 2 Oil and Gas Issuer engaged in the business of exploration and development of coalbed methane in Indonesia. The Company now intends to file all necessary final documents with the Exchange to obtain final approval of the Qualifying Transaction.

Board of Directors and Officers

In conjunction with the completion of the Acquisition, Alan T. Charuk, Charles W. Bloomquist and James M. Charuk were appointed to the board of directors of the Company and Jagdip Bal and Dimitrios (Jim) Mitrakos resigned from the board of directors. Alan T. Charuk has been appointed the President and Chief Executive Officer of the Company and Messrs. Lee Southern and Harvey Price have been appointed as the Chief Financial Officer and Vice-President, Coalbed Methane Technologies, respectively. The Company's board of directors and management is now comprised of the following individuals:

Alan T. Charuk - President, Chief Executive Officer and director

Charles W. Bloomquist - Vice-President, Operations and director

James M. Charuk - Director

Clint B. Sharples - Director

Bradley J. Field - Director

Harvey S. Price - Vice-President, Coalbed Methane Technologies

Lee W. Southern - Chief Financial Officer

The Company's filing statement dated July 28, 2008, which describes the terms of the Acquisition, has been filed with the Exchange and the applicable securities commissions and is available for review on SEDAR under the Company's profile at www.sedar.com.

Brokered Private Placement

Concurrent with the closing of the Acquisition, the Company completed a brokered private placement financing (the "Concurrent Financing") of 8,167,837 units (the "Units") at a price of $0.60 per Unit for gross proceeds of $4,900,702. Each unit consisted of one common share (a "Share") and one-half of one share purchase warrant (a "Warrant"), with each whole Warrant entitling the holder to acquire an additional common share (a "Warrant Share") at a price of $0.90 for a period of two years.

Canaccord Capital Corporation (the "Agent") acted as the Company's exclusive agent in connection with the Concurrent Financing and was paid a cash commission of 7% and received agent's options ("Agent's Options") to purchase up to 571,748 agent's units (the "Agents' Units") of the Company at a price of $0.60 per Agent's Unit on or before August 12, 2010. Each Agent's Unit is comprised of one Share and one-half of one Warrant, with each whole Warrant entitling the holder to purchase one Warrant Share on the same terms and conditions as the Warrants issued to the purchasers of Units. The Company also paid the Agent a corporate finance fee of 50,000 Units, a finder's fee of 833,333 Shares and an administration and sponsorship fee in consideration for its services in connection with the Acquisition.

All securities issued pursuant to the Concurrent Financing including the Shares, the Warrants, the Agent's Options, the corporate finance units and the finder's fee shares are subject to a four month hold and resale restrictions expiring December 13, 2008.

Stock Options

At the closing of the Acquisition, the Company also granted options to purchase up to 1,885,000 common shares to certain officers, directors, employees and consultants of the Company and CBM at an exercise price of $0.60 per share exercisable for a period of 5 years from the date of grant.

Outstanding Share Capital

Following completion of the Qualifying Transaction and the Concurrent Financing, the Company has 38,362,660 common shares issued and outstanding.

It is anticipated that the shares of the Company will resume trading on the Exchange under the symbol "TCF" shortly after the Exchange issues its final acceptance of the Acquisition.

This news release contains forward-looking statements, which relate to future events or future performance and reflect management's current expectations and assumptions. Such forward-looking statements reflect management's current beliefs and are based on assumptions made by and information currently available to the Company. Investors are cautioned that these forward looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected. These forward-looking statements are made as of the date hereof and, except as required under applicable securities legislation, the Company does not assume any obligation to update or revise them to reflect new events or circumstances.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

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

Contact Information

  • Infinity Alliance Ventures Inc.
    Alan T. Charuk
    President and Director
    (604) 684-2213